Member Default Sample Clauses

Member Default. In addition, in the event a Contributing Member elects not to fund the Default Amount as a Member Loan, the Default Amount shall bear interest at the same rate that would apply in the case of a Member Loan until paid, and the Company shall withhold and offset any Distributions that would otherwise be made to the Defaulting Member against the Default Amounts and accrued interest thereon, until the Default Amount plus all accrued and unpaid interest thereon has been paid. The failure of Campus Crest or HSRE to fund its required share of any Required Amount, in full, by the required Due Date shall constitute a Campus Crest Triggering Event or HSRE Triggering Event, respectively, as provided in Section 6.1(a) and Section 6.3(a), respectively, unless such default is cured within the time periods provided therein, and shall be subject to the remedies set forth in Article 6.
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Member Default. (a) An Event of Default shall exist with respect to a Member if such Member shall: (i) fail to make any monetary payment required under this Agreement or the JV Agreement, including (A) the Initial Capital Contributions, (B) the OpEx Allocation, (C) except as set forth in Section 6.1(e) of the JV Agreement, the Baseline CapEx Allocation, (D) except as set forth in Section 6.1(e) of the JV Agreement, the Special CapEx Allocation, (E) any expenses due or owed by such Recipient pursuant to Section 5.3 or (F) any Direct Charges to the applicable third parties, in each case on or before the due date recited herein and such failure continues for five (5) Business Days after written notice from Service Provider specifying such failure, but only to the extent that such failure causes a liability or obligation on the part of Service Provider; or (ii) fail to perform or materially comply with any of the other covenants, agreements, terms or conditions contained in this Agreement applicable to such Member and such failure shall continue for a period of thirty (30) days after written notice thereof from Service Provider to such Member specifying in reasonable detail the nature of such failure, or, in the case such failure is of a nature that it cannot, with due diligence and good faith, be cured within thirty (30) days, if such Member fails to proceed promptly and with all due diligence and in good faith to cure the same and thereafter to prosecute the curing of such failure to completion with all due diligence within ninety (90) days thereafter. (b) If an Event of Default exists with respect to a Member pursuant to Section 14.4(a)(i)(A), or this Agreement is rejected by any Member in connection with any bankruptcy proceeding, such Member will lose (i) all governance rights applicable to such Member or such Member’s representative on the Steering Committee, provided for herein and pursuant to the JV Agreement, and (ii) all rights as a Recipient to receive the Enterprise Services; provided, that, for the avoidance of doubt, subject to Sections 15.2 and 15.7, such Member shall not lose any rights to which it is entitled as a Licensee hereunder. (c) If an Event of Default exists with respect to a Member pursuant to Section 14.4(a)(i)(B), such Member will lose all rights as a Recipient to receive the Enterprise Services; provided, that, for the avoidance of doubt, subject to Sections 15.2 and 15.7, such Member shall not lose any rights to which it is entitled as a License...
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Member Default. Any act or omission by a Member or failure by the Member to perform any relevant obligation set out in the Services Contract or otherwise required to provide the Services. The fee payable to the Payments Services Provider selected by Traktion Technologies for processing payments made through the Community Platform (except for British pound bank transfers which shall be free of charge) which shall be subject to a minimum charge of 50p and in respect of Stripe or PayPal payment processing fees, and credit/debit cards. Traktion Technologies does not charge for bank to bank transfers. Any costs associated with the transfer of funds through third party processing providers must be accounted for and added on top of the overall cost. We only accept payments in British pounds and any payments made from overseas must take this into consideration. Therefore the amount received for the invoice must be the full amount in British Pounds as stated on the invoice.
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Member Default. In the event that: • You, any of your Authorized Traders or your Authorized Clearing Member breach or fail to timely perform any of your or their obligations under this Agreement or the Rules, or otherwise in respect of any futures contract; • You, or your Authorized Clearing Member on your behalf, fail to deposit or maintain any required margin or fail to make any other payment required in respect of any Contract; • Any representation you made hereunder is not or ceases to be accurate and complete in any material respect; • A case in bankruptcy is commenced or a proceeding under any insolvency or other law for the protection of creditors of for the appointment of a receiver, trustee or similar officer is filed by or against you or your Authorized Clearing Member; • Any warrant or order of attachment is issued against any of your accounts with your Authorized Clearing Member or a judgment is levied against any such account; • The Exchange, after notifying you and offering you the opportunity to provide adequate assurances acceptable to the Exchange within a reasonable period of time under the circumstances, reasonably considers it necessary for its protection and for the protection of other Members; then the Exchange shall have the right, without limitation to: • Close out any or all of your open Contracts; • Cancel any of your or your Authorized Traders outstanding orders; • Treat any and all of your obligations to the Exchange as immediately due and payable; • Set-off any obligation of the Exchange to you against any of your obligations to the Exchange; • Request your Authorized Clearing Member to liquidate any collateral held by such Authorized Clearing Member on your behalf to satisfy your obligations to the Exchange; • Terminate any or all of the Exchange’s obligations for future performance with respect to your trading account; • Terminate your access to the Exchange; and/or • Proceed with any other appropriate action under the Rules.
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Member Default. If this transaction fails to close as a result of Member's default in the performance of any of Member's obligations in this Agreement, the parties acknowledge that such default could result in permanent and irreparable harm to the Company which may not be compensable by monetary damages, and as a result, the Company shall have the right to pursue specific performance and all other available equitable remedies on account of such default. Should specific performance or other remedies be unavailable or should the Company otherwise determine that it is in its best interests to seek damages, the Company may elect to terminate this Agreement and/or pursue any other available remedies.
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Member Default. (a) If an Island Member Default occurs, then provided NSAM Member complies with Section 5.8, NSAM Member may (but shall not be obligated to) exercise any or all of the following rights from time to time (provided Island Member acknowledges the following rights and remedies are cumulative and may be enforced by NSAM Member separately from time to time or together at the same time in such manner as NSAM Member determines, and no delay in the exercise of such rights shall be deemed a waiver thereof or of any other right): (i) Any members of the Major Decision Committee appointed by Island Member (including Principal), any Officers appointed by Island Member and all other Island Designees shall be deemed immediately removed from their respective positions (provided that if requested by NSAM Member, any or all of the Officers appointed by Island Member shall remain in their designated positions for a reasonable transition period). (ii) Island Member shall be deemed immediately removed as the Managing Member, and Island Member shall have no further right to act as the Managing Member or to appoint any members of the Major Decision Committee, any Officers of the Company or any Subsidiary and/or any other Island Designee. (iii) NSAM Member shall have the right to appoint a replacement Managing Member, and any reasonable out-of-pocket fees, costs and expenses incurred by NSAM Member in connection with the making of such appointment shall be charged to the Company as expenses of the Company. (iv) The members of the Major Decision Committee appointed by NSAM Member shall have the sole right and authority to (A) control all matters, decisions, and things under this Agreement or with respect to the Company or any Subsidiary of the Company (including Major Decisions), (B) take any action on behalf of the Company and any Subsidiary of the Company, and (C) cause the Company and any Subsidiary of the Company to take any action (other than an action that this Agreement expressly states requires the approval of the Island Member (in its capacity as member and not in its capacity as Managing Member or as a party with the right to appoint members to the Major Decisions Committee) or of all of the Members generally (in their capacity as members and not in their capacity as the parties who have the right to appoint members of the Major Decisions Committee)). (v) Any distributions to which Island Member is entitled to receive shall be deemed distributed to Island Member and paid ...
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Member Default. The right for you to remain in possession of the Home is conditioned on your timely and full performance of each of the obligations under this Agreement and applicable law. 1. The occurrence of any of the following shall constitute a material breach of this Agreement and a "Default" by you: 1. Failure to pay the Fees or any other amount charged, including the late payment fees, within five (5) business days after written notice to you of such late payment; or 2. You abandon or vacate the Home; or 3. You neglect or fail to perform or observe any other covenant herein contained on your part to be performed or observed and you fail to remedy the same within 7 days after written notice to you (such notice specifying the neglect or failure), or if such failure is of such a nature that you cannot reasonably remedy the same within such 7 day period, you shall fail to commence promptly (and in any event within such 7 day period) to remedy the same and to prosecute such remedy to completion with diligence and continuity; or 4. Your actions or the actions of any Permitted Guest or any of yours or their guests at the Home or on the related property may be considered (i) a threat to the safety or welfare of others, and/or (ii) a violation of the law; or 5. Your failure to perform timely and subject to any cure periods any other material provision of this Agreement; or 6. You violate the Terms of Service, or any other agreement between you and 7. Your actions or the actions of any Permitted Guest or any of yours or their guests at the Home violate any of the rules, regulations, or requirements of the apartment complex or related property where the Home is located; or 8. You or any Permitted Guest supply any false or misleading information to us; or 9. If you fail to completely vacate the Home when required and, in the condition required, you will be liable for all resulting losses suffered by MANAGER including but not limited to, future resident losses, lost license fees, legal costs and other expenses; or 10. You shall make a filing of a voluntary petition by you, or the entry of an order for relief against you, under Chapter 7 or 13 of Title 11 of the United States Code. 2. Then, in any such case we may terminate this Agreement by delivering any written notice, in accordance with applicable law, and we may recover from you all damages incurred as a result of the Default, including the cost of recovering possession of the Home, Fees due up through the date you vacate ...
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Member Default. In the event that: • You or any of your employees and/or associated persons breach or fail to timely perform any of your or their material obligations under this Agreement or the Rules, or otherwise in respect of any Contract; North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC. xxxxxx.xxx | Derivatives North America FCM Agreement, September 2022 • You fail to deposit or maintain any required collateral or fail to make any other payment required with respect to any Contract; • Any representation made by you hereunder including all documents incorporated by reference is not or ceases to be accurate and complete in any material respect; • A case in bankruptcy is commenced or a proceeding under any insolvency or other law for the protection of creditors or for the appointment of a receiver, trustee or similar officer is filed by or against you; • Any warrant or order of attachment is issued against any of your accounts or a judgment is levied against any such account; • You fail to provide adequate assurances acceptable to xxxxxx.xxx | Derivatives North America after xxxxxx.xxx | Derivatives North America has requested that such assurances be provided within a reasonable period of time under the circumstances, whenever xxxxxx.xxx | Derivatives North America considers such assurances necessary for the protection of xxxxxx.xxx | Derivatives North America, its Members and/or the Market; then xxxxxx.xxx | Derivatives North America shall have the right, without limitation, to • Close out any or all open Contracts; • Cancel any of your or your customers’ outstanding orders; • Treat any and all of your obligations to xxxxxx.xxx | Derivatives North America as immediately due and owing; • Set-off any xxxxxx.xxx | Derivatives North America obligation to you against any of your obligations to xxxxxx.xxx | Derivatives North America; • Require that you liquidate any collateral held in your account on your behalf to satisfy your obligations to xxxxxx.xxx | Derivatives North America; • Terminate any or all of xxxxxx.xxx | Derivatives North America’s obligations for future performance with respect to your trading account; • Terminate your access to xxxxxx.xxx | Derivatives North America; and/or • Proceed with any other appropriate action in accordance with the Rules. xxxxxx.xxx | Derivatives North America shall make reasonable efforts to inform you that it will take or has taken any of the aforementioned actions.
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Member Default 
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Related to Member Default

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Initial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (c) deliver the Purchase Price at the time required by Section 2.2.3 and close on the purchase of the Property on the Closing Date, then, immediately and without the right to receive notice or to cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. If, Purchaser defaults in any of its other representations, warranties or obligations under this Contract, and such default continues for more than 10 days after written notice from Seller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit is liquidated damages and recourse to the Deposit is, except for Purchaser's indemnity and confidentiality obligations hereunder, Seller's sole and exclusive remedy for Purchaser's failure to perform its obligation to purchase the Property or breach of a representation or warranty. Seller expressly waives the remedies of specific performance and additional damages for such default by Purchaser. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

  • Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract.

  • Seller Default If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • Default; Breach A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

  • 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.

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

  • Default GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

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