NON-PARTICIPATION; EVENT OF DEFAULT Sample Clauses

NON-PARTICIPATION; EVENT OF DEFAULT. SECTION 4.1 NON-PARTICIPATION BY AN INVESTOR. Each of Warburg Pincus Private Equity VIII, L.P. ("Warburg"), and GS Capital Partners 2000, L.P., GSCP 2000 Offshore BBOG Holding, L.P., GSCP 2000 GmbH BBOG Holding, L.P., GS Capital Partners 2000 Employee Fund, L.P., Stone Street Fund 2000, L.P., Stone Street BBOG Holding and Xxxxxxx Xxxxx Direct Investment Fund 2000, L.P. (collectively, the "Xxxxxxx Funds"), and X.X. Xxxxxx Partners (BHCA), L.P. ("X.X. Xxxxxx") shall have the right to become a "Non-Participating Investor" in the event that (i) the Company delivers a Call Notice for a Capital Call the funding of which would result in the Company having made Capital Calls during any fiscal year in an aggregate amount (the "Capital Call Threshold") for that fiscal year of $25,000,000 in excess of the total amount of Capital Calls provided for in the annual budget of the Company for such fiscal year then in effect and approved in advance by the Board of Directors of the Company, including a majority of the Investor Appointees in accordance with the Stockholders' Agreement, and (ii) such Investor notifies the Company in writing within five business days after the giving of such Call Notice that it will not pay its share of such capital contributions. None of Warburg, the Goldman Funds, and X.X. Xxxxxx shall have the right to become a Non-Participating Investor in the event that the Call Notice requests capital contributions that are in an amount below the Capital Call Threshold when aggregated with all prior completed Capital Calls in such fiscal year, or for any portion of such Capital Call that does not, when aggregated with all prior completed Capital Calls in such fiscal year, exceed the Capital Call Threshold. In the event that any of Warburg, the Goldman Funds or X.X. Xxxxxx elect to become a Non-Participating Investor, the Company shall provide written notice to all Investors of such election (the "Non-Participation Notice"). Each Investor other than Warburg, the Goldman Funds and X.X. Xxxxxx shall have the right to become a Non-Participating Investor by notifying the Company in writing within five business days after the giving of the Non-Participation Notice. If the Company cancels a Capital Call for which any Investor had elected to become a Non-Participating Investor, such Investor shall not be deemed to be a Non-Participating Investor with respect to such Capital Call unless such Capital Call is cancelled because the Company is unable to raise enough f...
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NON-PARTICIPATION; EVENT OF DEFAULT 
Sample 1

Related to NON-PARTICIPATION; EVENT OF DEFAULT

  • Termination Upon Event of Default If Foothill terminates this Agreement upon the occurrence of an Event of Default, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Foothill's lost profits as a result thereof, Borrower shall pay to Foothill upon the effective date of such termination, a premium in an amount equal to the Early Termination Premium. The Early Termination Premium shall be presumed to be the amount of damages sustained by Foothill as the result of the early termination and Borrower agrees that it is reasonable under the circumstances currently existing. The Early Termination Premium provided for in this Section 3.7 shall be deemed included in the Obligations.

  • Servicer Event of Default Any one of the conditions or circumstances enumerated in Section 4.07 with respect to the Servicer.

  • Lenders’ Rights upon Event of Default If an Event of Default under this Loan Agreement shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than: (a) contributions (other than contributions of Common Stock) that are made by the ESOP sponsor to enable the Borrower to meet its obligations pursuant to this Loan Agreement and earnings attributable to the investment of such contributions and (b) “Eligible Collateral” (as defined in the Pledge Agreement); provided, however, that: (i) the value of the Borrower’s assets transferred to the Lender following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount in default (without regard to amounts owing solely as a result of any acceleration of the Loan); (ii) the Borrower’s assets shall be transferred to the Lender following an Event of Default only to the extent of the failure of the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Common Stock purchased with the proceeds of the Loan covered by the Pledge Agreement following an Event of Default shall be governed by the terms of the Pledge Agreement.

  • Event of Default Any of the following shall constitute an "Event of Default":

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."

  • No Event of Default No Default or Event of Default has occurred and is continuing.

  • Interest After Event of Default If an Event of Default shall have occurred and is continuing, all sums outstanding and unpaid under the Credit Documents, including this Deed of Trust, shall, at Beneficiary’s option, bear interest at the Default Rate until such Event of Default has been cured. Trustor’s obligation to pay such sums and interest shall be secured by this Deed of Trust.

  • No Event of Default, etc No condition or event has occurred or exists which constitutes or which, after notice or lapse of time or both, would constitute an Event of Default.

  • Repayment on Event of Default When there is an Event of Default, Borrower will, if Bank demands (or, upon the occurrence of an Event of Default under Section 8.5, immediately without notice or demand from Bank) repay all of the Advances. The demand may, at Bank’s option, include the Advance for each Financed Receivable then outstanding and all accrued Finance Charges, the Early Termination Fee, Collateral Handling Fee, attorneys’ and professional fees, court costs and expenses, and any other Obligations.

  • Performance; No Event of Default The Borrower shall have performed and complied in all respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and there shall exist no Default or Event of Default.

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