Failure of LTM to Fund Sample Clauses

Failure of LTM to Fund. (a) If LTM fails to comply with its funding obligations pursuant to Section 4.3, the parties agree that, in addition to any other remedies RE may have for breach of contract, the Company's Estatutos shall be amended so that the voting rights attached to the Class A Units and the Class B Units shall entitle the holders thereof to one vote per Unit only, and that the dividend and liquidation rights of holders of Class A Units and Class B Units shall be in proportion to their interest in the capital of the Company, it being understood and agreed that except with respect to the matters referred to in Section 4.8(b), the provisions of Section 7.2.(c) requiring a Director appointed by the holders of Class A Units to form a quorum for attendance and voting at Board meetings shall no longer apply. (b) The parties agree that, if LTM fails to comply with its funding obligations pursuant to Section 4.3, the limitations set forth in Sections 7.4(a) and (b) shall cease to apply and the following shall apply instead: (I) The Managing Director shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors, including the vote of a director representing Class A Units, in accordance with the provisions of this Agreement: (i) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, in each case, in any single or series of related transactions for a consideration in excess of Pesetas 300,000,000; (ii) engaging by the Company or any of its Subsidiaries in any business other than as provided in Section 2.2; (iii) varying the Company's accounting policies and practices in any material respect, other than to comply with GAAP; (iv) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except as expressly provided for in this Agreement and except relating to the exhibition and settlement of motion pictures; (v) entering into any arrangements in connection with the Excluded Assets other than as contemplated by the Ancillary Agreements; (vi) entering into any joint venture, partnership agreement or similar arrangement with a Competitor of LTM; or (vii) incurring any debt for borrowed money in excess of Pesetas 500,000,000. (II) Neither the Company nor any Subsidiary of the Company shall take any of t...
Sample 1
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Failure of LTM to Fund. (a) If LTM fails to comply with its funding obligations pursuant to Section 4.3, the parties agree that, in addition to any other remedies RE may have for breach of contract, the Company’s estatutos shall be amended so that the voting rights attached to the Class A Units and the Class B Units shall entitle the holders thereof to one vote per Unit only, and that the dividend and liquidation rights of holders of Class A Units and Class B Units shall be in proportion to their interest in the capital of the Company, it being understood and agreed that except with respect the matters referred to in Section 4.8(b), the provisions of Section 7.2. (c) requiring a Director appointed by the holders of Class A Units to form a quorum for attendance and voting at Board meetings shall no longer apply.
Sample 1

Related to Failure of LTM to Fund

  • Failure of Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.

  • Failure of Condition If all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer shall have the option to: (i) waive such condition and proceed to Closing hereunder; (ii) terminate this Agreement by written notice to District, whereby District will release the Initial Deposit to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to three (3) months to permit District to satisfy the conditions to Closing set forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing shall occur within thirty (30) days after the conditions precedent set forth in Section 5.1.1 have been satisfied, but if such conditions precedent have not been satisfied by the end of the three (3) month period, provided the same is not the result of Developer’s failure to perform any obligation of the Developer hereunder, the Developer may again proceed under clause (i) or (ii) above. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be of no further force and effect, except those provisions that expressly survive termination.

  • Failure of Agreements Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

  • FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the State does not pay the Contractor within seven days after the date established in the Contract Documents any amount certified by the Architect or awarded by alternative dispute resolution proceedings, then the Contractor may, upon seven additional days written notice to the State and the Architect, stop the Work until payment of the amount owing has been received. The Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be effected by appropriate Change Order in accordance with Paragraph 12.3.

  • OUR LIABILITY FOR FAILURE TO STOP PAYMENT If You order Us to place a stop payment on one of Your pre-authorized payments 3 business days or more before the transfer is scheduled, and We do not do so, We will be liable for losses or damages, to the extent provided by law. TRANSACTION SLIPS. Except for mail-in transactions and certain small-value transactions, You can get a receipt at the time You make any transaction to or from Your Account through the use of Your Card. When an electronic fund transfer has been made during any given month, You will receive a monthly statement to reflect all electronic fund transfers to or from Your Account during that statement period. In any case, You will receive a statement at least quarterly. FEES. We may assess reasonable charges against Your Account for transactions performed at electronic terminals. If so, We will specify any charges for these or other types of electronic transactions, including automatic transfers, on an accompanying pricing document. We will explain the charges to You when You open Your Account. You will be provided with a fee schedule, and other specified information after Your Account is established. Additional fee schedules are available at any of Our office locations. When You use an ATM not owned by Us, You may be charged a fee by the ATM operator, or any network used, and You may be charged a fee for a balance inquiry even if You do not complete a fund transfer.

  • Failure of Third Parties The failure of any third party including: (a) any issuer of Investments or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, foreign custody manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

  • Failure to Cure If DSHS learns of a pattern or practice of the Business Associate that constitutes a violation of the Business Associate’s obligations under the terms of this Contract and reasonable steps by DSHS do not end the violation, DSHS shall terminate this Contract, if feasible. In addition, If Business Associate learns of a pattern or practice of its Subcontractors that constitutes a violation of the Business Associate’s obligations under the terms of their contract and reasonable steps by the Business Associate do not end the violation, Business Associate shall terminate the Subcontract, if feasible.

  • Effect of Failure or Delay in Requesting Compensation Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

  • Liability for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

  • Failure of Security Agent, for the benefit of Agent and Lenders, does not have or ceases to have a valid and perfected first priority security interest in the Collateral (subject to Permitted Encumbrances) or any substantial portion thereof, in each case, for any reason other than the failure of Agent to take any action within its control; or

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