Default by Transferee Sample Clauses

Default by Transferee. In the event that Transferee fails to consummate this Agreement for any reason, except Transferor’s default or the permitted termination of this Agreement by either Transferor or Transferee as herein expressly provided, Transferor shall be entitled, as its sole remedy, to terminate this Agreement. In the event that Transferee closes under this Agreement and then fails to fully and timely perform any of its other obligations under this Agreement that survive or are performable after the Closing, Transferor may seek all remedies available at law or in equity.
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Default by Transferee. If Transferee fails to perform any of the obligations of Transferee set forth in this Agreement and fails to cure the same within ten (10) days after delivery of written notice from Transferor (provided that no such notice and cure period shall be applicable to Transferee’s failure to deliver any documents or funds required for the Closing as set forth in Section 4 above), then as Transferor’s sole and exclusive remedy, Transferor may terminate this Agreement upon written notice to Transferee and Escrow Holder. If Transferor elects to terminate this Agreement, then this Agreement shall automatically terminate, and upon such termination, Transferor shall receive IHO Fee credits in the same amount as Transferor would have received under the DA and this Agreement if this Agreement has not been terminated due to Transferee’s default and the Closing had occurred.
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Default by Transferee. If, under the provisions of this Agreement, Transferee shall be obligated to accept the transfer and contribution of the Property but fails to do so within the applicable period provided for closing, and such default continues for a period of fifteen (15) days after written notice thereof from Transferor to Transferee, Transferor's sole right and exclusive remedy against Transferee shall be to obtain the Earnest Money Deposit (a) as xxxxxxxration for the execution of this Agreement; (b) as agreed on liquidated damages sustained by Transferor because of such default by Transferee (the parties hereto agreeing that the retention of such funds shall not be deemed a penalty, and recognizing the impossibility of precisely ascertaining the amount of damages to Transferor because of such default and hereby declaring and agreeing that the sum so retained is and represents the reasonable damages of Transferor); (c) in full settlement of any claims of damages and in lieu of a specific performance by Transferor against Transferee; and (d) in consideration for the full and absolute release of Transferee by Transferor of any and all further obligations under this Agreement. In the event Transferee defaults hereunder, Transferee shall forthwith on demand by Transferor return to Transferor all title papers and other documents relating to the Property, including Transferee's copy of this Agreement.
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Default by Transferee. If Transferee fails to perform its obligations hereunder without cause or excuse valid either at law or in equity, then Transferor may pursue any right or remedy, including specific performance, available to it at law or in equity.
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Default by Transferee. In the event that the Escrow and this transaction fail to close solely as a result of the default of Transferee in the performance of its obligations under this Agreement, Transferee and Transferor agree that Transferor's actual damages would be impracticable or extremely difficult to fix. The parties therefore agree that in the event that Escrow and this transaction fail to close solely as a result of the default of Transferee in the performance of its obligations hereunder, Transferor, as Transferor's sole and exclusive remedy, is entitled to either (i) elect to file an action for specific perfor-
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Default by Transferee. In the event that Transferee fails to consummate this Supplement for any reason, except Transferor’s default or the permitted termination of this Supplement by either Transferor or Transferee as herein expressly provided, Transferor shall be entitled, as its exclusive remedy, to terminate this Supplement by giving written notice thereof to Transferor, whereupon neither party shall have any further rights or obligations under this Supplement.
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Default by Transferee. If the Closing does not occur as a result of a default by Transferee, then (i) Transferee shall pay all escrow cancellation charges, and (ii) Title Company shall deliver the Xxxxxxx Money plus all accrued interest thereon to Transferee.
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Default by Transferee. In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of any default of Transferee, Transferee and Transferors agree it would be impractical and extremely difficult to fix the damages which Transferors may suffer. Therefore, Transferee and Transferors hereby agree a reasonable estimate of the total net detriment Transferors would suffer in the event Transferee defaults and fails to complete the purchase of the Membership Interests is and shall be, as Transferors’ sole and exclusive remedy (whether at law or in equity), a sum equal to the Xxxxxxx Money. Upon such default by Transferee, Transferors shall have the right to receive the Xxxxxxx Money from the Escrow Agent as their sole and exclusive remedy and thereupon this Agreement shall be terminated and neither Transferors nor Transferee shall have any further rights or obligations hereunder except with respect to the Obligations Surviving Termination. The amount of the Xxxxxxx Money shall be the full, agreed and liquidated damages for Transferee’s default and failure to complete the purchase of the Membership Interests, all other claims to damages or other remedies being hereby expressly waived by Transferors. Notwithstanding the foregoing, nothing contained herein shall limit Transferors’ remedies at law or in equity as to the Obligations Surviving Termination.
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Related to Default by Transferee

  • Lenders’ Rights upon Event of Default If an Event of Default under this Loan Agreement shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than: (a) contributions (other than contributions of Common Stock) that are made by the ESOP sponsor to enable the Borrower to meet its obligations pursuant to this Loan Agreement and earnings attributable to the investment of such contributions and (b) “Eligible Collateral” (as defined in the Pledge Agreement); provided, however, that: (i) the value of the Borrower’s assets transferred to the Lender following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount in default (without regard to amounts owing solely as a result of any acceleration of the Loan); (ii) the Borrower’s assets shall be transferred to the Lender following an Event of Default only to the extent of the failure of the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Common Stock purchased with the proceeds of the Loan covered by the Pledge Agreement following an Event of Default shall be governed by the terms of the Pledge Agreement.

  • Termination Upon Event of Default If Foothill terminates this Agreement upon the occurrence of an Event of Default, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Foothill's lost profits as a result thereof, Borrower shall pay to Foothill upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by Foothill as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.

  • Default by Buyer IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE AN AMOUNT EQUAL TO THE XXXXXXX MONEY). SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER PROVIDED HOWEVER THAT NOTHING IN THIS SECTION 25.2 SHALL BE DEEMED A WAIVER OF ENFORCEMENT COSTS OR INDEMNITY OBLIGATIONS THAT SURVIVE TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER, TO COLLECT ITS ENFORCEMENT COSTS AND TO ENFORCE BUYER’S INDEMNIFICCATION OBLIGATIONS HEREUNDER WHICH SURVIVE THE TERMINATION OF THIS AGREEMENT. Buyer’s Initials Seller’s Initials

  • Default by Purchaser IN THE EVENT OF ANY EVENT OF DEFAULT BY PURCHASER, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RECEIVE THE DEPOSIT, INCLUDING THE PURCHASER’S PREMIUM, AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND TO TERMINATE THIS AGREEMENT WHEREUPON NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY, EXCEPT FOR THE OBLIGATIONS AND PROVISIONS WHICH ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND PURCHASER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN PURCHASER SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF SUCH ACTION TO CONTEST BY PURCHASER.

  • Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.

  • Rights Upon Event of Default (a) As long as an Event of Default under this Agreement remains unremedied, Holders of not less than 50% of the outstanding Class Principal Balance of the Original Notes (in each case the outstanding Class Principal Balance of the Original Notes will be determined without regard to any exchanges of Class M Notes for MAC Notes) to which such Event of Default relates may, by written notice to Freddie Mac, declare such Notes due and payable and accelerate the maturity of such Notes. In the event that Class M Notes have been exchanged for MAC Notes, Holders of such MAC Notes will be entitled to exercise all the voting or direction rights that are allocated to such exchanged Class M Notes as described herein. Upon such acceleration, the Class Principal Balance of such Notes and the interest accrued thereon shall be due and payable.

  • Default by Tenant (a) This Lease is made upon the condition that the Tenant shall punctually and faithfully perform all of the covenants and agreements by it to be performed as herein set forth. If any of the following events shall occur, to-wit: (i) if any installment of Fixed Base Rent, Percentage Rent, or any other sums required to be paid by Tenant hereunder, or any part thereof, shall at any time be in arrears and unpaid for ten (10) days after the date due, or (ii) if there be any default on the part of the Tenant in the observance or performance of any of the other covenants, agreements or conditions of said Lease on the part of Tenant to be kept and performed and said default shall continue for a period of fifteen (15) days after written notice thereof from Landlord to Tenant (unless such default cannot reasonably be cured within fifteen (15) days and in such case, Tenant shall have commenced to cure said default within said fifteen (15) days and thereafter continues diligently to pursue to completion the curing of same) or (iii) if Tenant shall file a petition in bankruptcy or be adjudicated a bankrupt, or file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation, or make an assignment for the benefit of creditors, or (iv) if any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed in any action, suit or proceeding by or against Tenant and such proceeding or action shall not have been dismissed within thirty (30) days after such appointment, or (v) if the leasehold estate hereby created shall be taken by execution or by other process of law, or (vi) if Tenant shall fail to operate and conduct business as required in Section 8 hereinabove, then, in any such event, Landlord, at Landlord's option and without limiting Landlord in the exercise of any other right or remedy Landlord may have on account of any default by Tenant, may either:

  • Default by Seller Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

  • Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by Bxxxxxxx. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

  • Default by the Company If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

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