Purchase Remedy Sample Clauses

Purchase Remedy. (a) Without limiting Section 18.2.1, the non-Defaulting Member shall have the right, but not the obligation, to elect in its sole discretion upon written notice to the Defaulting Member within sixty (60) days after the Event of Default (the “Purchase Remedy Notice”), but subject to obtaining Third Party Approvals, to purchase all, but not less than all, of the Defaulting Member’s Interest at a price equal to the Defaulting Member’s Capital Account balance, as adjusted in accordance with Section 18.2.2(b), on the date the Defaulting Member’s Interest is transferred to the non-Defaulting Member less (i) any other amounts owed to the Company by the Defaulting Member and (ii) all third party costs reasonably incurred by the non-Defaulting Member to acquire the Defaulting Member’s Interest and to obtain all Third Party Approvals, payable in cash to the Defaulting Member within thirty (30) days after delivery of the Purchase Remedy Notice subject, however, to Section 18.2.5.
Sample 1
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Purchase Remedy. In the event that (i) any of the Eligibility Certifications and Issuer Statements shall have included a knowing material misrepresentation or (ii) a material breach of the Company to comply with a Use of Proceeds Requirement has occurred (either a “Purchase Remedy Event”), [the Company]/[the Company and the Guarantor, jointly and severally,] shall be required to purchase, or arrange for the purchase by a third party (a “Third Party Purchaser”) of, 100% of the CCF Notes from CCF (the “Purchase Remedy Obligation”) at a price equal to 100% of the outstanding principal amount of the CCF Notes plus accrued interest through the Settlement Date defined below (such price the “Purchase Remedy Price”). [The Company]/[The Company and the Guarantor] shall be required to perform the Purchase Remedy Obligation by paying or arranging for a Third Party Purchaser to pay the Purchase Remedy Price to CCF in a delivery versus payment settlement in the relevant clearing system for the Notes, against delivery of the CCF Notes on the seventh Business Day following [the Company]/[the Guarantor]’s receipt of written notice (a “Purchase Remedy Notice”) from CCF of a Purchase Remedy Event and CCF’s election to require [the Company]/[the Guarantor] to purchase or arrange for a Third Party Purchaser to purchase the CCF Notes under this Agreement (such seventh Business Day following receipt of the Purchase Remedy Notice, the “Settlement Date”). Delivery of the CCF Notes against payment of the Purchase Remedy Price shall be made to such account as is specified by [the Company]/[the Guarantor] by written notice to CCF on or prior to the third Business Day preceding the Settlement Date. Payment of the Purchase Remedy Price to CCF against delivery of the CCF Notes shall be to such account of CCF as is specified in the Purchase Remedy Notice or at any time thereafter on or prior to the third Business Day preceding the Settlement Date.
Sample 1

Related to Purchase Remedy

  • Specific Remedy In addition to such other rights and remedies as the Company may have at equity or in law with respect to any breach of this Agreement, if you commit a material breach of any of the provisions of Sections 9.1, 9.2, or 10, the Company shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Failure to Pursue Remedies The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

  • Sole Remedy This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

  • Breach; Remedies Notwithstanding anything to the contrary in this Agreement, the Participant agrees and acknowledges that the breach of this Section would cause substantial loss to the goodwill of the Company and/or its Affiliates, and cause irreparable harm for which there is no adequate remedy at law. Further, because the Participant’s employment with the Employer is personal and unique, because damages alone would not be an adequate remedy and because of the Participant’s access to the Confidential Information, the Company and/or its Affiliates shall have the right to enforce this Section, including any of its provisions, by injunction, specific performance, or other equitable relief, without having to post bond or prove actual damages, and without prejudice to any other rights and remedies that the Company and/or its Affiliates may have for a breach of this Section, including, without limitation, money damages. The Participant agrees and acknowledges that notwithstanding the arbitration provisions in this Agreement, the Company may elect to file and pursue claims which arise from or relate to the Participant’s actual or threatened breaches of this Section in state or federal court of competent jurisdiction. The Participant shall be liable to pay all costs, including reasonable attorneys’ and experts’ fees and expenses, that the Company and/or its Affiliates may incur in enforcing or defending this Section, whether or not litigation is actually commenced and including litigation of any appeal taken or defended by the Company and/or its Affiliates where the Company and/or its Affiliates succeed in enforcing any provision of this Section.

  • Equitable Remedy Because of the difficulty of measuring economic losses to the Company as a result of a breach of the restrictive covenants set forth in Sections 7, 8, 9 and 10, and because of the immediate and irreparable damage that would be caused to the Company for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the Company at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.

  • Remedy Except as provided by the Act and this Agreement, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.

  • Default Breach Remedies Notwithstanding anything to the contrary contained in Paragraph 13.1 or elsewhere in the Lease:

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

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