Material Default of Developer Results in Failure of Close of Escrow Sample Clauses

Material Default of Developer Results in Failure of Close of Escrow. If, as to any Phase, the Close of Escrow does not take place on or before 5:00 p.m., Pacific Time, on the Closing Date solely as a result of a Material Default by Developer (including failure to deliver sufficient funds to cause the Closing to occur in a timely manner, in accordance with the provisions of Article 7), the City shall have the right to terminate this Agreement and the Escrow as to such Phase only by delivering written notice to Developer and to Escrow Holder, whereupon the City shall be released from its obligation hereunder to lease the Property as to such Phase only to Developer or the Developer’s permitted successors or assigns; provided however, that in the event of a Material Default pursuant to Section 2.3, the City shall have the right to terminate this Agreement as to both Phases. Upon such termination, the City shall retain the Independent Contract Consideration and have all rights and remedies for a separate breach, if any, by Developer of the confidentiality and/or indemnification provisions set forth in Sections 4.6 and 17.12.1 and/or the provisions of Section 14.3, Developer shall pay the full amount of Escrow Holder’s charges as a result of such Default and termination, and upon such payment this Agreement shall automatically terminate as to the applicable Phase and thereafter, neither Party shall have any further obligations under this Agreement (subject to the provisions that expressly survive the termination of this Agreement).
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Related to Material Default of Developer Results in Failure of Close of Escrow

  • Train Operator Events of Default The following are Train Operator Events of Default:

  • Developer Default Each of the following shall be an Event of Default by Developer:

  • Developer Event of Default Any of the following events shall constitute an event of default by the Developer ("Developer Event of Default") unless such event has occurred as a result of a Force Majeure Event or the Authority Event of Default or any governmental action for reasons other than any breach, default or lapse on the part of the Developer:

  • Defaults Remedies (a) It shall be an Event of Default:

  • Cure Period Prior to any claim for default being made, either the Buyer or Seller will have an opportunity to cure any alleged default. If either Buyer or Seller fails to comply with any provision of this Agreement, the other party will deliver written notice to the non- complying party specifying such non-compliance. The non-complying party shall have calendar days after delivery of such notice to cure the non-compliance.

  • Customer Default The occurrence at any time of any of the following events shall constitute a “Customer Default”:

  • Notice of Event of Default If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

  • Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where:

  • Default by Developer If Developer causes either an Event of Monetary Default or an Event of Non-Monetary Default, then the City may commence proceedings to modify or terminate this Agreement pursuant to this Section 11.4.

  • Notice of Events of Default The Issuer shall give a Responsible Officer of the Indenture Trustee and each Rating Agency prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.

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