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, 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 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 Transferor shall default in its 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. 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- (a) this Agreement and the rights and obligations of Transferee and Transferor hereunder and the Escrow created hereby shall terminate and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement; (b) Escrow Agent shall return promptly all documents and instruments to the parties who deposited same; (
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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 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. 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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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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Related to Default by Transferor

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

  • Default by Seller If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as its sole and exclusive remedy shall elect either (a) to terminate this Agreement, in which event all other rights and obligations of the Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such matter or condition and proceed to Closing, with no reduction in the Purchase Price. In the event of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to the Purchaser and Seller shall pay Purchaser’s Transaction Costs up to the amount of the Purchaser’s Transaction Costs Cap. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to the Seller’s obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) the Purchaser shall provide written notice of the Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) the Purchaser’s suit for specific performance shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the Closing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to terminate this Agreement as provided herein.

  • Action upon Certain Failures of the Servicer and upon Event of Default In the event that the Trustee shall have actual knowledge of any failure of the Servicer specified in Section 8.01(a) or (b) which would become an Event of Default upon the Servicer's failure to remedy the same after notice, the Trustee shall give notice thereof to the Servicer. If the Trustee shall have knowledge of an Event of Default, the Trustee shall give prompt written notice thereof to the Certificateholders.

  • Rights Upon Event of Default If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

  • Default by Buyer THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

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

  • Additional Remedies of Trustee Upon Event of Default During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 6.14, shall have the right, in its own name and as trustee of the Trust Fund, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

  • Default by Purchaser IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

  • Remedies Upon Event of Default If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

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