Common use of Events of Default and Cure Periods Clause in Contracts

Events of Default and Cure Periods. The occurrence of any of the following events shall constitute an event of default (“Event of Default”) hereunder on the part of a Partner if within thirty (30) days following notice of such default from the General Partner (twenty (20) days if the default is due solely to the nonpayment of monies); such Partner (i) fails to pay such monies, or, (ii) in the case of non-monetary defaults, fails to substantially cure such default or, if such default cannot reasonably be substantially cured within such thirty (30) day period, thereafter fails within a reasonable time to prosecute to completion with diligence and continuity the curing of such default, or (iii) in the case of a bread of a representation or warranty as to which the underlying factual circumstance making the representation or warranty not true when made can be corrected such that the representation or warranty would be true, fails to substantially correct such factual circumstance and to remedy any damage that may have resulted from such breach of such representation or warranty, or, if such breach cannot reasonably be substantially so cured within such thirty (30) day period, thereafter fails to prosecute to completion with diligence and continuity the correction of such factual circumstance and remedy any damage resulting from the bread of representation or warranty; provided, however, that the occurrence of any of the events described in subparagraphs (b)-(h); (a) the failure of a Partner to make any additional capital contribution to the Partnership as and when required pursuant to Section 2.3; (b) a general assignment by a Partner for the benefit of creditors; other than any sale, assignment, transfer, mortgage, charge or other encumbrance under the Security Agreement. (c) the institution by a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy act as now existing or hereafter amended or becoming effective, or under any other similar laws relating to the relief of debtors or the rights of creditors generally; (d) the institution against a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy Act as now existing or hereafter amended or becoming effective, or under any other similar laws relating or the relief of debtors or the rights of creditors generally, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding; (e) a proposed plan of arrangement or other action taken by a Partner with its creditors; (f) the appointment of a receiver, custodian, trustee or like officer, to take possession of the assets of a Partner if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by such Partner of its obligations under this Agreement, which receivership remains undischarged for a period of sixty (60) days from the date of its imposition; (g) admission by a Partner in writing of its inability to pay its debts as they mature; (h) attachment, execution or other judicial seizure of all or any substantial part of a Partner’s assets of its Partnership interest, or any part thereof, not dismissed or discharged for a period of thirty (30) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by such Partner or its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if such Partner posts a bond sufficient to fully satisfy the amount of such claim or judgment within thirty (30) days after the levy thereof and such Partner’s assets are thereby released from the lien of such attachment; (i) material default in performance of or failure to comply with any other agreements, obligations or undertakings of such Partner contained herein; (j) any other act, event or omission which, by the specific language of the remaining provisions of this Agreement, constitutes an Event of Default. Upon the occurrence of an Event of Default of a Partner, the Non-Defaulting Partner may enforce the Defaulting Partner’s obligations hereunder with respect to the payment of money by charging the same against any distributions of other amounts which the Defaulting Partner would be entitled to receive hereunder. In addition, the Non-Defaulting Partner shall have all other remedies available at law or in equity under this Agreement, provided that the Non-Defaulting Partner shall not be entitled to recover any consequential or punitive damages alleged to have been incurred by the Non-Defaulting Partner, including but not limited to lost profits or lost opportunity.

Events of Default and Cure Periods. The occurrence of any of the following events shall constitute an event of default (“"Event of Default”") hereunder on the part of a Partner Member if within thirty (30) days following notice of such default from the General Partner any other Member (twenty (20) days if the default is due solely to the nonpayment of monies); , such Partner Member (i) fails to pay such monies, or, or (ii) in the case of non-monetary defaults, fails to substantially cure such default default, or, if such default cannot reasonably be substantially cured within such thirty (30) day period, thereafter fails within a reasonable time to prosecute to completion with diligence and continuity the curing of such default, or or, (iii) in the case of a bread breach of a representation or warranty as to which the underlying factual circumstance making the representation or warranty not true when made can be corrected such that the representation or warranty would be true, fails to substantially correct such factual circumstance and to remedy any damage that may have resulted from such breach of such representation or warranty, or, if such breach default cannot reasonably be substantially so cured within such thirty (30) day period, thereafter fails to prosecute to completion with diligence and continuity the correction of such factual circumstance and remedy any of damage resulting from the bread breach of representation or warranty; provided, however, that the occurrence of any of the events described in subparagraphs (b)-(h);) below shall constitute an Event of Default immediately upon such occurrence without any requirements of notice or passage of time except as specifically set forth in any such subparagraph: (a) the failure of a Partner Member to make any additional agreed upon capital contribution to the Partnership Company as and when required pursuant to Section 2.3;this Agreement. (b) a general assignment by a Partner Member for the benefit of creditors; other than any sale, assignment, transfer, mortgage, charge or other encumbrance under the Security Agreement. (c) the institution by a Partner Member of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy bankruptcy act as now existing or hereafter amended or becoming effective, or under any other similar laws relating to the relief of debtors or the rights of creditors generally;. (d) the institution against a Partner Member of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy bankruptcy Act as now existing or hereafter amended or becoming effective, or under any other similar laws relating or to the relief of debtors or the rights of creditors generally, which proceeding is not dismissed, stayed or discharged discharged, within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding;. (e) a proposed plan of arrangement or other action taken by a Partner Member with its creditors;. (f) the appointment of a receiver, custodian, trustee or like officer, to take possession of the assets of a Partner Member if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by such Partner Member of its obligations under this Agreement, which receivership remains undischarged for a period of sixty (60) days from the date of its imposition;. (g) admission by a Partner Member in writing of its inability to pay its debts debt as they mature;. (h) attachment, execution or other judicial seizure of all or any substantial part of a Partner’s Member's assets of or its Partnership interest, or any part thereof, not dismissed or discharged for a period of thirty (30) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by such Partner or Member of its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if such Partner Member posts a bond sufficient to fully satisfy the amount of such claim or judgment within thirty (30) days after the levy thereof and such Partner’s Member's assets are thereby released from the lien of such attachment;. (i) the violation of or failure to comply with the provisions of Article VII above. (j) material default in performance of or failure to comply with any other agreements, obligations or undertakings of such Partner Member contained herein;herein or a material default by NHA's Affiliate in the Spa Management Agreement or Development Agreement. (jk) a materially adverse misrepresentation by either Member set forth herein on any other act, event or omission which, agreement executed by the specific language of the remaining provisions of this Agreement, constitutes an Event of DefaultMembers. Upon the occurrence of an Event of Default of a PartnerMember, the Non-Defaulting Partner Member may enforce the Defaulting Partner’s Member's obligations hereunder with respect to the payment of money by charging the same against any distributions of or other amounts which the Defaulting Partner Member would be entitled to receive hereunder. In addition, the Non-Defaulting Partner Member shall have all other remedies available at law or in equity or under this Agreement, provided that the Non-Defaulting Partner Member shall not be entitled to recover any consequential or punitive damages alleged to have been incurred by the Non-Defaulting PartnerMember, including but not limited to lost profits or lost opportunity.

Events of Default and Cure Periods. The occurrence of any of the following events shall constitute an event of default (“Event of Default”) hereunder on the part of a Partner if within thirty (30) days following notice of such default from the General Partner (twenty (20) days if the default is due solely to the nonpayment of monies); , such Partner (i) fails to pay such monies, or, (ii) in the case of non-monetary defaults, fails to substantially cure such default or, if such default cannot reasonably be substantially cured within such thirty (30) day period, thereafter fails within a reasonable time to prosecute to completion with diligence and continuity the curing of such default, or (iii) in the case of a bread breach of a representation or warranty as to which the underlying factual circumstance making the representation or warranty not true when made can be corrected such that the representation or warranty would be true, fails to substantially correct such factual circumstance and to remedy any damage that may have resulted from such breach of such representation or warranty, or, if such breach cannot reasonably be substantially so cured within such thirty (30) day period, thereafter fails to prosecute to completion with diligence and continuity the correction of such factual circumstance and remedy any damage resulting from the bread breach of representation or warranty; provided, however, that the occurrence of any of the events described in subparagraphs (b)-(h); (a) the failure of a Partner to make any additional capital contribution to the Partnership as and when required pursuant to Section 2.3; (b) a general assignment by a Partner for the benefit of creditors; other than any sale, assignment, transfer, mortgage, charge or other encumbrance under the Security Agreement. (c) the institution by a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy act as now existing or hereafter amended or becoming effective, or under any other similar laws relating to the relief of debtors or the rights of creditors generally; (d) the institution against a Partner of a case or other proceeding under any section or chapter of the federal or any state Bankruptcy Act as now existing or hereafter amended or becoming effective, or under any other similar laws relating or to the relief of debtors or the rights of creditors generally, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding; (e) a proposed plan of arrangement or other action taken by a Partner with its creditors; (f) the appointment of a receiver, custodian, trustee or like officer, to take possession of the assets of a Partner if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by such Partner of its obligations under this Agreement, which receivership remains undischarged for a period of sixty (60) days from the date of its imposition; (g) admission by a Partner in writing of its inability to pay its debts as they mature; (h) attachment, execution or other judicial seizure of all or any substantial part of a Partner’s assets of its Partnership interest, or any part thereof, not dismissed or discharged for a period of thirty (30) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by such Partner or of its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if such Partner posts a bond sufficient to fully satisfy the amount of such claim or judgment within thirty (30) days after the levy thereof and such Partner’s assets are thereby released from the lien of such attachment; (i) material default in performance of or failure to comply with any other agreements, obligations or undertakings of such Partner contained herein; (j) any other act, event or omission which, by the specific language of the remaining provisions of this Agreement, constitutes an Event of Default. Upon the occurrence of an Event of Default of a Partner, the Non-Defaulting Partner may enforce the Defaulting Partner’s obligations hereunder with respect to the payment of money by charging the same against any distributions of other amounts which the Defaulting Partner would be entitled to receive hereunder. In addition, the Non-Defaulting Partner shall have all other remedies available at law or in equity or under this Agreement, provided that the Non-Defaulting Partner shall not be entitled to recover any consequential or punitive damages alleged to have been incurred by the Non-Defaulting Partner, including but not limited to lost profits or lost opportunity.