Starwood Parties' Default Sample Clauses

Starwood Parties' Default. If the Starwood Parties fail to close the transaction contemplated hereby (except for permitted terminations set forth herein) and the Contributing Parties are not then in default of any of their material obligations or agreements contained herein, then the Contributing Parties' sole option hereunder will be to terminate this Agreement, whereupon Escrow Agent will pay the Deposit to the Contributing Parties as liquidated damages, and the Starwood Parties will have no further obligations or liabilities hereunder (except for any indemnity or liability specifically stated to survive termination of this Agreement). The Contributing Parties' election to receive the Deposit as liquidated damages is agreed to due to the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such breach by the Starwood Parties and the Starwood Parties agree that the same is a reasonable and fair estimate of such damages. The Starwood Parties waive and release any right to (and covenant that they will not) xxx the Contributing Parties or the Property Companies or seek or claim a refund of all or any portion of the Deposit on the grounds that it is unreasonable in amount and exceeds the Contributing Parties' actual damages or that its retention by the Contributing Parties constitutes a penalty.
Sample 1
AutoNDA by SimpleDocs
Starwood Parties' Default. If the Starwood Parties fail to close the transaction contemplated hereby (except for permitted terminations set forth herein) and the Contributing Parties are not then in default of any of their material obligations or agreements contained herein, then the Contributing Parties' sole option hereunder will be to terminate this Agreement, whereupon Escrow Agent will pay the Deposit to the Contributing Parties as liquidated damages, and the Starwood Parties will have no further obligations or liabilities hereunder (except for any indemnity or liability specifically stated to survive termination of this Agreement). The Contributing Parties' election to receive the Deposit as liquidated damages is agreed to due to the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such breach by the Starwood Parties and the Starwood Parties agree that the same is a reasonable and fair estimate of such damages. The Starwood Parties
Sample 1

Related to Starwood Parties' Default

  • No Conflict; No Default Neither the execution, delivery and performance of this agreement nor the consummation by the party of the transactions contemplated in this agreement will conflict with, violate or result in a breach of (a) any law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such party, (b) any term, condition or provision of the articles of incorporation, certificate of limited partnership, certificate of organization, bylaws, partnership agreement or limited liability company agreement (or other governing documents) of such party or of any material agreement or instrument to which such party is or may be bound or to which any of its material properties or assets is subject.

  • Please see the current Washtenaw Community College catalog for up-to-date program requirements Conditions & Requirements

  • Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Xxxx, Hurricane Xxxxxxx, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.

  • Loss Leader Prohibition If this Agreement involves the purchase of goods, this section is applicable. Contractor shall not sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code.

  • Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or (2) the verification required by Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency.

  • No Default; No Waiver Except for payment delinquencies continuing for a period of not more than 30 days as of the Cut-Off Date, the records of the Servicer did not disclose that any default, breach, violation or event permitting acceleration under the terms of the Receivable existed as of the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would constitute a default, breach, violation or event permitting acceleration under the terms of the Receivable had arisen as of the Cut-Off Date and the Seller has not waived any of the foregoing.

  • CFR Part 200 or Federal Provision - Xxxx Anti-Lobbying Amendment - Continued If you answered "No, Vendor does not certify - Lobbying to Report" to the above attribute question, you must download, read, execute, and upload the attachment entitled "Disclosure of Lobbying Activities - Standard Form - LLL", as instructed, to report the lobbying activities you performed or paid others to perform. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify compliance? Yes

  • Payment Permitted If No Default Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time, except during the pendency of the conditions described in paragraph (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of and any premium or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Section 12.8) that such payment would have been prohibited by the provisions of this Article XII, except as provided in Section 12.8.

  • Default under Related Documents Any default occurs under any guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or disavow the guaranty.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!