Default Not Cured Sample Clauses

Default Not Cured. If Purchaser does not elect to terminate during the Due Diligence Period, and Purchaser does not cure its default within the Purchaser’s Cure Period, then, provided no default by Seller then exists and provided that Seller has not elected to waive such default, this Agreement shall terminate and the parties shall be released and discharged of and from all further obligations and liabilities under this Agreement, and the Deposit shall be paid to Seller as Seller’s sole and exclusive liquidated damages and in full and complete settlement and liquidation of all damages sustained by Seller, it being acknowledged by Seller and Purchaser that the amount of damages incurred by Seller as a result of Purchaser’s default would be substantial but difficult, if not impossible, to ascertain and that such liquidated damages represent the parties’ best estimate of the damages Seller will incur as a result of such default. Seller shall not be entitled to exercise any other rights, powers or remedies at law or in equity, other than its right to receive the Deposit pursuant hereto, and Seller hereby expressly and irrevocably waives all such other rights, powers and remedies and hereby covenants not to sxx.
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Default Not Cured. If Seller does not cure its default within the Seller’s Cure Period then, upon notice to Seller, Purchaser may elect to either (i) proceed to Closing, in which case all rights to object to an event of default shall be waived by Purchaser; or (ii) terminate this Agreement. If Purchaser elects to terminate this Agreement under subsection (ii) above, then (A) the Deposit shall be retained by Purchaser; and (B) Purchaser shall not be entitled to pursue any action for damages against Seller for any cause whatsoever.
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Default Not Cured. If Seller does not cure its default within the Seller’s Cure Period then, upon notice to Seller, Purchaser may elect to either (i) proceed to Closing, in which case, in addition to the right to monetary damages resulting from such default, Purchaser will have the right to maintain an equitable action against Seller for specific performance of its obligation to sell the Assets and to perform hereunder; or (ii) terminate this Agreement. If Purchaser elects to terminate this Agreement under subsection (ii) above, then (A) the Deposit shall be retained by Purchaser; and (B) Purchaser shall be entitled to pursue an action for damages against Seller.
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Default Not Cured. If Seller does not cure its default within the Seller's Cure Period, then Purchaser may elect effective upon notice thereof to Seller after the expiration of Seller's Cure Period to either waive Seller's default and proceed to Closing as to all of the Assets, which shall include the right to maintain an equitable action against Seller for specific performance of its obligation to sell the Assets and to perform hereunder and the right to pursue the limited damages described below to which such default relates, or terminate this Agreement as to all of the Assets. If Purchaser elects to close over Seller's default and pursue damages or to terminate this Agreement as to all of the Assets, Purchaser shall be entitled to pursue an action for damages against Seller; provided, however Purchaser's damages shall be limited to the amount of damages actually incurred as a direct result of the breach if closing occurs as to all Facilities, and if not, reimbursement for the amount of all reasonable, documented costs and expenses incurred by Purchaser in connection with the negotiation and execution of this Agreement and conduct of its due diligence efforts pursuant hereto, including without limitation reasonable, documented attorneys fees and expenses, costs of engineering, surveying, title and environmental examinations and tests, appraisals, regulatory and licensure applications, commitment, break up and other fees and expenses of Purchaser's lenders, including fees of lender's counsel and outside consultants, travel, postage, and other out-of-pocket fees and expenses, but expressly excluding any allocation of Purchaser's corporate overhead or executive salaries plus attorneys fees pursuant to Section 12.5 hereof (collectively, "Purchaser's Due Diligence Costs"). If Closing occurs as to some but not all Facilities, Seller's responsibility to pay Purchaser's Due Diligence Costs in connection with a breach by Seller shall be limited to a pro rata portion of such costs based on the ratio that the number of Facilities not closed bears to the number of Facilities closed. In addition, if Purchaser elects to terminate this Agreement, then the Deposits (or relevant portion thereof pursuant to Schedule 1.7 as to a partial termination) shall be forthwith returned to Purchaser by Escrow Agent. Notwithstanding anything contained therein to the contrary, if Seller sells a material portion of the Facilities to an unrelated third party within six (6) months after the termination of ...
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Default Not Cured. It is expressly understood and agreed that the Existing Events of Default are not cured or waived by the execution, delivery and acceptance of this Forbearance Agreement by Lender or the acceptance of any monies paid pursuant to the teens and conditions of this Forbearance Agreement or otherwise.
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Related to Default Not Cured

  • Default Notice As soon as possible and in any event within two days after the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto.

  • Event of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

  • Lease Default Notices To Agent, within 2 Business Days after receipt thereof, copies of (i) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located, and (ii) such other notices or documents as Agent may reasonably request.

  • Monetary Default If a Monetary Default occurs and continues for 10 Business Days after Notice from Landlord, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment.

  • Default Notices To Agent and Lenders, as soon as practicable, and in any event within five (5) Business Days after an executive officer of any Borrower has actual knowledge of the existence of any Default, Event of Default or other event that has had a Material Adverse Effect, telephonic or telecopied notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day.

  • Borrower Default Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

  • Non-Monetary Default Failure in the performance of any of the agreements, conditions, covenants, provisions or stipulations contained in the Loan Documents which is not cured within one hundred twenty (120) days from written notice thereof from the Lender to the Borrower.

  • Bankruptcy Default (i) A Credit Party or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or a Credit Party or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against a Credit Party or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against a Credit Party or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) a Credit Party or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit Party or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as they become due; or

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