TRANSFEREE DEFAULTS Sample Clauses

TRANSFEREE DEFAULTS. IN THE EVENT THIS TRANSACTION SHALL NOT CLOSE ON OR PRIOR TO SEPTEMBER 30, 2011 (OR ANY LATER DATE MUTUALLY AGREED TO BY THE PARTIES), ON ACCOUNT OF TRANSFEREE’S BREACH OR DEFAULT UNDER THIS AGREEMENT THAT IS NOT CURED WITHIN TEN(10) DAYS AFTER RECEIPT OF WRITTEN NOTICE BY TRANSFEREE FROM TRANSFEROR, THEN TRANSFEROR’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE TO EITHER (I) WAIVE TRANSFEREE’S BREACH OR DEFAULT UNDER THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN THE SAME MANNER AS IF THERE HAD BEEN NO TRANSFEREE BREACH OR DEFAULT AND WITHOUT ANY FURTHER CLAIM AGAINST TRANSFEREE, OR (II) TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT TRANSFEROR’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY TRANSFEREE TO TRANSFEROR UNDER THIS AGREEMENT OR TRANSFEROR’S RIGHT TO RECOVER ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 35 OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT TRANSFEROR WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE INTERESTS WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO TRANSFEROR CAUSED BY THE BREACH BY TRANSFEREE UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION TRANSFEROR SHOULD RECEIVE AS A RESULT OF TRANSFEREE’S BREACH OR DEFAULT. THE PARTIES AGREE THAT THE AMOUNT OF THE DEPOSIT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES IN THE EVENT THAT TRANSFEREE DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE INTERESTS; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT TRANSFEROR’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY TRANSFEREE TO TRANSFEROR UNDER THIS AGREEMENT OR TRANSFEROR’S RIGHT TO RECOVER ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 35 OF THIS AGREEMENT. THE PAYMENT OF THIS AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO TRANSFEROR. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT TRANSFEROR SHALL HAVE NO RIGHT OR REMEDY TO SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF WITH RESPECT TO ANY DEFAULT BY TRANSFEREE UNDER THIS AGREEMENT.
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Related to TRANSFEREE DEFAULTS

  • Servicer Defaults If any one of the following events (a “Servicer Default”) shall occur and be continuing:

  • Optional Defaults If any Event of Default referred to in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9 or 7.10 hereof shall occur, Agent may, with the consent of the Required Lenders, and shall, at the written request of the Required Lenders, give written notice to Borrowers to:

  • Specific Defaults The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03 or 6.09(c) or in Article VII; or

  • Automatic Defaults If any Event of Default referred to in Section 7.10 hereof shall occur:

  • 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.

  • 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.

  • Notification of Defaults and Events of Default Each Lender hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any notice under this §14.10 it shall promptly notify the other Lenders of the existence of such Default or 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.

  • Covenant Defaults If Borrower defaults in the performance or observance of any covenant or agreement in this Agreement, and such default continues for a period of twenty (20) calendar days after the earlier of Borrower's knowledge thereof or receipt of written notice from Lender thereof, except for violations of SECTION 7.08(d), which shall become an Event of Default at the end of the sixty (60) day period stated therein and except for specific Defaults listed elsewhere in this SECTION 9.01, as to which no notice or cure period shall apply unless specified; or

  • Termination Upon Default Upon the occurrence of an Event of Default (as defined below) by either party and the failure of such party to cure such default after notice and opportunity to cure as provided by Section 6.3 below, the nondefaulting party may terminate this Agreement at any time.

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