Default by Transferor Sample Clauses

Default by Transferor. In the event that Transferor fails to consummate this Agreement for any reason, except Transferee’s default or the permitted termination of this Agreement by Transferor or Transferee as herein expressly provided, Transferee shall be entitled, as its exclusive remedies, either (i) to terminate this Agreement by giving written notice thereof to Transferor, whereupon neither party shall have any further rights or obligations under this Agreement, or (ii) to enforce specific performance of Transferor’s obligations under this Agreement; provided, however, if Transferor’s default is such that specific performance cannot be granted as a judicial remedy, then Transferee may seek any and all other remedies available at law or in equity. In the event Transferee closes under this Agreement and then Transferor fails to fully perform any of its other obligations under this Agreement that survive or are performable after the Closing, Transferee may seek all remedies available at law or in equity.
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Default by Transferor. If Transferor fails to perform any of the obligations of Transferor set forth in this Agreement and fails to cure the same within ten (10) days after delivery of written notice from Transferee (provided that no such notice and cure period shall be applicable to Transferor’s failure to deliver any documents or funds required for the Closing as set forth in Section 4 above), then as Transferee’s sole and exclusive remedy, Transferee may terminate this Agreement upon written notice to Transferor and Escrow Holder. If Transferee elects to terminate this Agreement, then this Agreement shall automatically terminate, Transferor shall reimburse Transferee for the reasonable third party costs and expenses actually incurred by Transferee in performing the inspections and testing set forth in Section 3.1 above, and Transferor would not receive any IHO Fee credits for the Property and instead Transferor shall satisfy its IHO obligations by (a) identifying a site or sites in the Diridon Station Area Plan which can accommodate at least one hundred twenty (120) affordable housing units as anticipated on the Property, (b) paying one hundred fifty percent (150%) of the IHO Fees due (the “IHO Fee Premium”), or (c) upon mutual agreement of Transferor and Transferee, Transferor shall work with Transferee to maintain yield by condominium-izing a portion of a high rise residential project for affordable housing. If Transferor satisfies its IHO obligations by the payment of the IHO Fee Premium pursuant to clause (b) above, the payment of the IHO Fee Premium shall be made in full to Transferee within thirty (30) days after Transferor’s election of clause (b) above, and Transferor shall receive IHO Fee credits for that portion of the IHO Fee Premium equal to one hundred percent (100%) of the IHO fees due, but no credit for that portion of the IHO Fee Premium equal to the additional fifty percent (50%) owned as a result of the default.
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Default by Transferor. If, under the provisions of this Agreement, Transferor shall be obligated to transfer and contribute 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 Transferee to Transferor, or shall otherwise fail to perform any of the other obligations of Transferor hereunder within the required time period, Transferee shall have the option, to be exercised in its sole discretion, to: (a) apply to the Circuit Court of the County where the Real Property is located to seek to have specific performance under this Agreement and in such action shall have the right to recover damages suffered by Transferee by reason of the delay in Transferee's acquisition of the Property; or (b) sue Transferor for damages sxxxained by Transferee by reason of the default of Transferor; or (c) obtain the prompt return from Escrow Agent of the Earnest Money Deposit, with inxxxxxx, together with any other amounts due and owing to Transferee pursuant to the terms of this Agreement, and thereafter terminate this Agreement.
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Default by Transferor. If Transferor shall default in its 39 performance obligations under this Agreement prior to or on the Closing Date and such default shall continue for more than five (5) Business Days following written notice thereof given by Transferee to Transferor or, if sooner, the Closing Date, then and in such event Transferee shall be entitled to either (i) terminate this Agreement upon written notice given to Transferor and Escrow Agent, in which event neither party shall have further rights or obligations to the other hereunder except as expressly provided in this Agreement provided that Transferee shall have the right to recover from Transferor Transferee’s actual out-of-pocket expenses incurred in connection with this Agreement and Transferee’s due diligence efforts in connection herewith in an amount not to exceed in the aggregate, together with all amounts paid under Section 12.2 of the Related Acquisition Agreement, One Million Five Hundred Thousand Dollars ($1,500,000), or (ii) seek specific performance of, but not damages from, Transferor. If Transferor for any reason shall not file an action for specific performance in any court asserting jurisdiction over this Agreement and Transferee within sixty (60) days from the date scheduled for Closing, then Transferor conclusively shall be deemed to have waived its right of specific performance hereunder. In no event shall Transferor be liable to Transferee for any punitive, speculative or consequential damages.
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Default by Transferor. If Transferor after acceptance of this Agreement fails to perform its obligations hereunder without cause or excuse valid either at law or in equity, then the Xxxxxxx Money shall be promptly returned to Transferee and Transferee may pursue any right or remedy, including specific performance, available to it at law or in equity.
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Default by Transferor. In the event that the Escrow and this transaction fail to close solely as a result of the default of Transferor in the performance of its obligations under this Agreement, Transferee and Transferor agree that Transferee'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 Transferor in the performance of its obligations hereunder, Transferee, as Transferee's sole and exclusive remedy, is entitled to either (i) elect to file an action for specific perfor-
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Default by Transferor. In the event that Transferor fails fail to consummate this Supplement for any reason, except Transferee’s default, Transferee shall be entitled, as its exclusive remedies, either (i) to terminate this Supplement by giving written notice thereof to Transferor, whereupon neither party shall have any further rights or obligations under this Supplement, or (ii) to enforce specific performance of Transferor’s obligations under this Supplement; provided, however, if Transferor’s default is such that specific performance cannot be granted as a judicial remedy, then Transferee may seek any and all other remedies available at law or in equity.
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Default by Transferor. If the transaction is not consummated as a result of a default by Transferor, then Transferee may either (i) terminate this Agreement by delivery of notice of termination to Transferor, whereupon (A) the Xxxxxxx Money plus interest accrued thereon shall be immediately returned to Transferee, and (B) Transferor shall pay to Transferee any title, escrow, legal and inspection fees incurred by Transferee in connection with the performance of its review under the Section entitled "Transferee's Due Diligence" (including, without limitation, environmental and engineering consultants' fees and expenses), in which case neither party shall have any further rights or obligations hereunder; or (ii) continue this Agreement pending Transferee's action for specific performance and/or damages.
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Default by Transferor. If any Offeror required under Section 5.4, 5.8, 5.9, 5.10, or 5.11 to sell Equity Securities to an Offeree or to the Corporation, or if any Shareholder (the "SELLING SHAREHOLDER") electing under Section 5.6 or required by Section 5.7, to sell Equity Securities to a Third Party, defaults in transferring any such Equity Securities to such Offeree, the Corporation or the Third Party, as the case may be, in accordance with the terms set out in the Notice and the provisions hereof, the Secretary of the Corporation is authorized and directed to receive the purchase monies and thereupon cause the name of such Offeree or Third Party to be entered in the registers of the Corporation as the holder of the Equity Securities purchasable by it, and, in the case
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Related to Default by Transferor

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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

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

  • Default by the Purchaser If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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