Default Xxxx. IF XXXX BREACHES, IN ANY MATERIAL RESPECT, ANY ONE OR MORE OF XXXX’X COVENANTS, REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT AND AS RESULT THEREOF, THE CLOSING FAILS TO OCCUR, THEN PURCHASER SHALL HAVE THE RIGHT TO CHOOSE AND EXERCISE, AS ITS SOLE AND EXCLUSIVE REMEDY, ONLY ONE OF THE FOLLOWING REMEDIES: (I) THE TERMINATION REMEDY (AS DEFINED BELOW) AND (II) THE SPECIFIC PERFORMANCE REMEDY (AS DEFINED BELOW). FOR THE AVOIDANCE OF DOUBT, IF PURCHASER EXERCISES THE TERMINATION REMEDY, THEN PURCHASER SHALL HAVE NO RIGHT TO EXERCISE THE SPECIFIC PERFORMANCE REMEDY, AND IF PURCHASER EXERCISES THE SPECIFIC PERFORMANCE REMEDY, THEN PURCHASER SHALL HAVE NO RIGHT TO EXERCISE THE TERMINATION REMEDY. “TERMINATION REMEDY” SHALL MEAN PURCHASER TERMINATING THIS AGREEMENT UPON WRITTEN NOTICE DELIVERED TO XXXX (OR AS PROVIDED BELOW), IN WHICH EVENT, THE DEPOSIT SHALL BE IMMEDIATELY RETURNED TO PURCHASER WITHOUT DEDUCTION, AND XXXX AND XXXX SHARES DESIGNEE SHALL, ON A JOINT AND SEVERAL BASIS, ALSO REIMBURSE PURCHASER IN CASH FOR ALL OUT-OF-POCKET COSTS AND EXPENSES PAID OR INCURRED BY PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, UP TO A MAXIMUM REIMBURSEMENT OF [REDACTED] (THE “XXXX REIMBURSEMENT OBLIGATION”). NOTWITHSTANDING THE FOREGOING, IF THE DEPOSIT IS NOT RETURNED TO PURCHASER WITHOUT DEDUCTION FOR ANY REASON (EXCEPT DUE TO PURCHASER'S BREACH THAT IS INDEPENDENT OF XXXX'X MATERIAL BREACH), XXXX AND XXXX SHARES DESIGNEE SHALL, ON A JOINT AND SEVERAL BASIS, ALSO PAY TO PURCHASER [REDACTED](THE “BREAK-UP FEE”) IN CASH AS LIQUIDATED DAMAGES, AND IN THE EVENT OF SUCH TERMINATION, THE PARTIES SHALL HAVE NO FURTHER OBLIGATION TO EACH OTHER UNDER THIS AGREEMENT EXCEPT FOR THOSE OBLIGATIONS HEREUNDER WHICH, BY THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT). IF PURCHASER EXERCISES THE TERMINATION REMEDY, THEN UPON PAYMENT OF THE XXXX REIMBURSEMENT OBLIGATION (AND THE BREAK-UP FEE TO THE EXTENT PURCHASER DOES NOT RECEIVE THE DEPOSIT WITHOUT DEDUCTION FOR ANY REASON), THE OPTION RIGHTS SHALL AUTOMATICALLY BE DEEMED QUITCLAIMED BY PURCHASER BACK TO XXXX WITHOUT FURTHER ACTION OF THE PARTIES. “SPECIFIC PERFORMANCE REMEDY” SHALL MEAN THAT, PROVIDED PURCHASER IS READY, WILLING AND ABLE TO PROCEED WITH THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT, PURCHASER ELECTION TO KEEP THIS AGREEMENT IN FULL FORCE AND EFFECT AND TO PURSUE AN ACTION FOR SPECIFIC PERFORMANCE AGAINST XXXX BY FILING A SUIT FOR SPECIFIC PERFORMANCE IN A COURT OF COMPE...
Default Xxxx. Xx the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Component Outstanding Principal Balance of each of the Floating Rate Components and, to the extent not prohibited by applicable law, all other portions of the Debt , shall accrue interest at the Default Rate, calculated from the date such payment was due or, if later, such Default shall have occurred, without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be paid immediately upon demand, which demand may be made as frequently as Lender shall elect, to the extent not prohibited by applicable law.
Default Xxxx. Xx the event Borrower fails to pay any of the Obligations when due (after giving effect to any applicable grace or cure period), or upon the commencement and during the continuance of an Insolvency Proceeding of Borrower, or upon the occurrence and during the continuance of any other Event of Default, immediately (and without notice or demand by any Lender or the Collateral Agent for payment thereof) to Borrower, such past due Obligations shall accrue interest at a rate per annum which is three percentage points (3.00%) above the rate that is otherwise applicable thereto (the “Default Rate”), and, notwithstanding anything to the contrary in Section 2.3(a) above, such interest shall be payable entirely in cash on demand of any Lender or the Collateral Agent. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment of any Obligations and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Collateral Agent or any Lender.
Default Xxxx. Xx the extent permitted by Law, immediately upon the occurrence and during the continuation of an Event of Default under clauses (a) or (l) of Section 9.1, or immediately after demand by the Required Lenders to the Administrative Agent upon the occurrence and during the continuation of any other Event of Default, then the principal amount of all Obligations shall bear interest at the Default Rate and the rates applicable to Letter of Credit Fees shall be increased to the Default Rate. The Borrower acknowledges and agrees that the increase in rates referred to in this Section 3.4(b) reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by the Administrative Agent.
