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.
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.

Related to Member Defaults

  • 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.

  • Servicer Defaults If any one of the following events (each, a “Servicer Default”) shall occur and be continuing there shall be a Servicer Default: (a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; (b) failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the related Trustee or (B) to the Servicer, and to the related Trustee by the Noteholders, evidencing not less than 25% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by Force Majeure or other similar occurrences, the five (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (60) days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by Force Majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) days. If a Servicer Default shall have occurred and be continuing, either the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes or the Indenture Trustee, at the request or direction of the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests), by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement. On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

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