Purchase Remedy Sample Clauses

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
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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. (b) In the event that the non-Defaulting Member provides a Purchase Remedy Notice, then, during the period that commences on the day of the occurrence of the Defaulting Member’s Event of Default and ends on the day immediately preceding the day on which the Defaulting Member’s Interest is transferred to the non-Defaulting Member (the “Interim Period”), (i) all losses of the Company, determined in accordance with Table of Contents GAAP, shall be allocated 50% to the Defaulting Member’s Capital Account and 50% to the non-Defaulting Member’s Capital Account and (ii) all profits of the Company shall be determined monthly, in accordance with GAAP, as of the last day of each month during the Interim Period and such profits shall be allocated to each Member’s Capital Account based on the percentage that each Member’s Capital Account is of the combined balance of the Members’ Capital Accounts as of the last day of each month during the Interim Period. (c) There shall be no distributions of Available Cash to the Members during the Interim Period if the In-Service Date has not occurred. If the In-Service Date has occurred, Available Cash shall be distributed to the Members during the Interim Period in accordance with their respective Sharing Percentages. (d) The thirty (30) day time period referred to in Section 18.2.2(a) shall be extended for such period of time as is necessary for the non-Defaulting Member to obtain Third-Party Approvals so long as the non-Defaulting Member is diligently pursuing ob...
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.

  • Epidemic Failure Remedy If an Epidemic Failure occurs, all costs, including but not limited to, replacement Products, parts, upgrades, materials, labor, transportation and inventory replacement arising from an Epidemic Failure shall be borne by Supplier, regardless of whether DXC initiates a field stocking recall or customer-based recall or retrofit, including Products in distributor inventory and DXC’s installed base. Supplier, at its expense, will ensure that such Products, parts or upgrades have the highest shipping priority. DXC reserves the right to procure, upon terms it deems appropriate, similar products to substitute the affected Products, and Supplier shall promptly reimburse DXC for all costs, charges, prices and fees paid in purchasing the substitute products.

  • 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 After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VIII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (which claims shall be subject to the liability provisions of such Transaction Documents)).

  • Breach; Remedies Failure of either party to perform any obligation of this Contract shall be deemed a breach. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including but not limited to actual damages, and to a prevailing party reasonable attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall not exceed $150.00 per hour.

  • 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 5 and 6 hereof, 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 or Executive at law or in equity, the Company or Executive 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.

  • Limited Remedy If Microsoft, or the device manufacturer or installer, breaches its limited warranty, it will, at its election, either: (i) repair or replace the software at no charge, or (ii) accept return of the software (or at its election the device on which the software was preinstalled) for a refund of the amount paid, if any. The device manufacturer or installer (or Microsoft if you acquired them directly from Microsoft) may also repair or replace supplements, updates, and replacement of the software or provide a refund of the amount you paid for them, if any. These are your only remedies for breach of warranty. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state or country to country.

  • Remedy for failure to insure If the Concessionaire shall fail to effect and keep in force all insurances for which it is responsible pursuant hereto, the Authority shall have the option to either keep in force any such insurances, and pay such premia and recover the costs thereof from the Concessionaire, or in the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as deemed to have been received by the Concessionaire.

  • CUSTOMER REMEDIES 5.1. If the Supplier (a) fails to deliver the Goods and/or the Goods do not comply with any of the undertakings or warranties set out in clause 2 and/or (b) fails to deliver and/or perform the Services in accordance with any of the warranties or undertakings contained in clause 4 and/or by the applicable date(s), the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights to: 5.1.1. terminate the Agreement with immediate effect by giving written notice to the Supplier; 5.1.2. reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense; 5.1.3. require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; 5.1.4. require Supplier to re-perform, rectify or replace the affected Services and/or Deliverables; 5.1.5. refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; 5.1.6. recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party; 5.1.7. require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and 5.1.8. claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s breach. 5.2. Notwithstanding any other rights or remedies available to Customer if the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 3% of the price of the Goods for each week’s delay in delivery, up to a maximum of 15% of the total price of the Goods. In the event such delay continues for six (6) weeks or more, Customer may terminate the Agreement with immediate effect upon given Supplier written notice. 5.3. These Terms shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier. 5.4. The Customer’s rights under the Agreement are in addition to its rights and remedies implied by statute and common law.

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