Member Defaults Sample Clauses

Member Defaults. 19.1 Without prejudice to any other rights or remedies to which it may be entitled, ETI Europe may terminate this Agreement (including the Member’s Membership of ETI Europe) in its sole discretion and with immediate effect by giving written notice to the Member if: 19.1.1 the Member commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach (including any failure to pay any sums which are due and payable by the Member to ETI Europe pursuant to this Agreement) within a period of ten (10) days after being notified in writing to do so; or 19.1.2 the Member repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or 19.1.3 the Member takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. 19.2 As an alternative to termination, ETI Europe may elect to suspend a Member’s Membership until the Member has remedied its default. 19.3 In the event that ETI Europe terminates this Agreement pursuant to this clause 22, ETI Europe shall not be responsible for a refund of any fees and charges paid by Member prior to termination of this Agreement. 19.4 The Member agrees to indemnify and hold harmless ETI Europe, its directors, officers, employees, volunteers, agents, and contractors against any reasonable, direct costs or expenses (including legal fees and costs) resulting from claims made by third parties arising out of Member’s gross negligence, willful misconduct, or material breach of this Agreement, provided that such indemnity shall not apply to any damages resulting from ETI Europe’s own gross negligence or willful misconduct.
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Member Defaults. (a) Within one hundred twenty (120) days of a Default, the non-Defaulting Member may: (x) deliver a Buy-Sell Notice to the Defaulting Member pursuant to Section 13.1, or (y) deliver a Purchase Notice to the Defaulting Member in order to exercise the purchase option with respect to the Membership Interest of the Defaulting Member pursuant to Section 9.5.
Sample 1
Member Defaults. Upon the occurrence of a Member Default with respect to a Member (a “Defaulting Member”), the following provisions of this Section 10.3 shall apply. The Credit Committee, in its sole discretion, may choose not to designate any Member as a Defaulting Member and may agree to waive or permit the cure of any Member Default by a Member, subject to such conditions as the Credit Committee and such Member may agree upon.
Sample 1

Related to Member Defaults

  • Other Defaults Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

  • 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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