Optionee Default. In the case of any default or breach by Optionee hereunder, Owner shall give Optionee written notice of such default or breach and shall provide Optionee with thirty (30) days to cure the default or breach. In the event Optionee fails to cure the default or breach within such thirty (30) day period, Owner may terminate the Option. Additionally, Owner may terminate the Option in the event of (i) any termination of the USC Lease or Direct Lease, as applicable, as a result of Optionee’s default thereunder, or (ii) if any condition to Closing contained in Section 8.2 has not been satisfied or waived by Owner in writing by the Closing Date. Owner’s sole remedy for any default or breach by Optionee hereunder shall be terminating the Option; in no event shall Owner be entitled to any damages from Optionee.

Optionee Default. If the sale of the Property fails to close as a result of a default by Optionee, Optionor’s sole remedy (except as otherwise specifically provided hereunder) at law and in equity shall be to declare a default, terminate the Agreement by delivery of written notice to Optionee and retain the Option Consideration and all interest earned thereon as liquidated damages, it being understood that Optionor’s actual damages in the event of such default would be extremely difficult to ascertain and that such proceeds represent the parties’ best current estimate of such damages. Pending the full and final resolution of any specific performance or other litigation or disputes instituted by Optionor or Optionee, Optionor and Escrow Holder (as applicable) shall continue to hold the Option Consideration.

Optionee Default. Notwithstanding anything to the contrary contained in this Agreement, so long as Optionee has not terminated (or is not deemed to have terminated) this Agreement prior to the Option Expiration Date, if Optionee defaults under this Agreement and such default is not cured within thirty (30) days of Optionee’s receipt of written notice from Optionor of such default (or, if such cure will reasonably take more than thirty (30) days, such longer period as is reasonably necessary in order for Optionee to cure such default), then Optionor shall have the right to terminate this Agreement by written notice to Optionee and to retain any Option Fee which, as of the date of such termination, has been paid or remains due and payable by Optionee to Optionor under this Agreement and pursue any and all remedies available to Optionor under this Agreement at law or in equity including, without limitation, filing in any court of competent jurisdiction an action for damages, specific performance or other form of equitable relief to cause Optionee to perform Optionee’s obligations pursuant to the terms and conditions of this Agreement.

Optionee Default. In the event of a default hereunder by Optionee, Section

Related to Optionee 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.
Termination for Default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee: (a) has breached this Agreement; or (b) has provided false or misleading statements in their application for the Grant; or (c) has become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration.
SUSPENSION & TERMINATION FOR DEFAULT Enterprise Services may suspend Contractor’s operations under this Master Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor’s rights under this Master Contract. All of Contractor’s obligations to Enterprise Services and Purchasers survive termination of Contractor’s rights under this Master Contract, until such obligations have been fulfilled.
Termination by Default If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but any vested rights of the Executive shall not be affected.
Landlord Default If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.
Event of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured before the giving of such notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.
Termination of Default An Event of Default shall be deemed to have been terminated upon the earliest to occur of: 13.7.1. The date the Representative and the Company enter into a settlement of all claims; or 13.7.2. If an Acceleration has not been authorized by the Holders, the date the Company has paid (i) to the Holders, all payments due through such date; and (ii) to the Representative, all the fees and expenses described in section 12.3.2(f); or 13.7.3. If an Acceleration has been authorized by the Holders, the date the Company has paid (i) to the Holders all payments due through such date; and (ii) to the Representative, all the expenses described in section 12.3.2(f); but only if a Majority agrees to annul the demand for Acceleration.
Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.
Erroneous Termination for Default If, after notice of termination of Vendor’s right to proceed under the provisions of this clause, it is determined for any reason that the contract was not in default, or that the delay was excusable under the provisions of the prior paragraph (Excuse for Nonperformance or Delayed Performance), the rights and obligations of the parties shall be the same as if the notice of termination had been one of termination for convenience.
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."

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