Default Contract Clauses (7,616)

Default. If Seller has performed all of Seller's obligations and fulfilled the conditions under this Agreement and, if within five (5) days after the date specified for Closing, the Buyer fails to make payment as required herein, through no fault of Seller, then Seller may, as its sole and exclusive remedy, cancel and terminate this Agreement and keep the earnest money deposit paid by the Buyer as liquidated damages. If Seller breaches this Agreement or fails to perform any of Seller's obligations... hereunder, then Buyer may as its sole remedy, (i) terminate this Agreement and receive a refund of all of the earnest money, or (ii) seek specific performance of this Agreement pursuant to the remainder of this Paragraph 14. a. Buyer may enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer but waiving any uncured title or survey objections or matters and without any offset against, deduction from, or reduction in the Purchase Price (except for the costs Buyer will incur to complete the Property in accordance with the terms hereof), and Seller's warranty of title in the special warranty deed and the owner policy of title insurance to be delivered under this Agreement shall be subject to the permitted title exceptions and all uncured title or survey objections or matters, and Buyer expressly waives its rights to seek damages if it files a lawsuit for specific performance. b. Buyer shall be deemed to have elected to terminate this Agreement under clause (i) above if Buyer fails to file suit for specific performance in accordance with Sub-Paragraph a above (against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before 60 days after the date upon which closing was to have occurred. View More

Default. Each or the follow ing (il ··o efaulf") shall. with the gi1·ing of any notice or passage of any time period specified. constitute an "Event of Default" hereunder and under all Leases: ( I ) Lessee fails 10 pay any Rent or other amount owing under any Lease within 10 days of its due date; (2) Lessee fails to mainlain insurance as required herein, or se lls. lca es. subleases. assigns, conveys. or suflers to exist any lien. charge. security interest or encumbrance on. any Equipment without... Lessor's prior consent, or any Equipment is subjected to levy, seizure or attachment; (3) Lessee fails to perfom, or comply with any other co venant or obligation under any Lease or Related Agreement and, if curable, such failure con tinues for 30 days afler written notice thereof by Lessor 10 Lessee: (4) .iny representation. warranyt or other written statement made to Lessor by Lessee in connection ll'ith this Agreement. any Lease. Relai..:d /\grc..:ment or othe r Ob ligation. or by any Guarantor pursuant to any Guaran1y (including finan cial statements) proves lo have been incorrect in any material respect when made; (5) Lessee (w) enters into any merger or consolidation with, or sells or trnnslc rs all or any substantial por1io11 of its assds to. or cnh:rs into any partnership orjoint venture other lhan in the ordinary course of business with. any cntily. (x) dies (if a natural person), dissolves. liquidates ur ceases or suspends the co nduct of business. or cea,es to maintain its existence, (y) if Lessee is a privately held entity. en1ers into or sulk:rs any trnnsaclion or series of transaelionsas a result or which Lessee is directly or indireclly controlled by persons or entities not directly or indirec tly controlling Lessee it of !he date herco L o r (z) if Lessee is a publicly held entity, there shall be a change in the 01111ership of Lessee's stock or orhcr equivalent o wnership interes t such that Lessee is no longer sut jcct to the reporting requireme nts o[ or no longer has a class of equity securities registered under. the Securities Act or 1933 or the Securities Exchange Act of 1934 : (6 ) Lessee undertakes any general assignmcnl for the hcnc!JI o r credi tors or co1111rn::nccs any vol untary case or proceeding for relief under the federal bankruptc y code. or anyother law for the relief of debtors. or takes any aclion 10 aulhorizc or implement any of the foregoi ng: (7) the filing of any petition or application against Lessee under any law for the relief or deb tors. including proceedings under the lederal bankruptcy code, or for the sul jec tion or prope11y of I ,essee to the control of any court. receiver or agency for the benefit of cnxlitors if such pctilion or application is consented to by Lessee or is otherwise not dismissed within 60 days from the date or fi ling; (8) any delault occurs under any other lease. credit or other agreeme nt or instrument to which Lessee and Lessor or any Affiliate of Lessor arc now or herealler party: (9) any dclault occ urs under any other agreement or instrument to which Lessee is a party and under which there is outstanding, owing or committed an aggregate a mount greater than $5,000.000: (10) any attempted rt:pudiation. breach \Jr default of any Guaranty; or (!I) the occurrence of any evenI described in clauses (4) through (9) above with reference to ,iny Guarantor or any controlling shareholde r, general partner or memher of Lessee. Lesseeshall promptly n,Hil I,cssor in writing of any Default or Event or Defaull. View More

Default. A default shall be deemed to have occurred hereunder and under a Schedule upon the occurrence of any of the following (each, an "Event of Default"): (a) non-payment of Basic Rent on the applicable rent payment date; (b) non-payment of any Other Payment within five (5) days after it is due; (c) failure to maintain, use or operate the Equipment in compliance with applicable law except where failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; (d)... failure to obtain, maintain and comply with all of the insurance coverages required under this Lease; (e) other than Permitted Liens, the existence of any Lien that is prohibited by this Lease; (f) a payment or other default by Lessee under any loan, lease, guaranty or other financial obligation to Lessor or its affiliates which default entitled the other party to such obligation to accelerate such obligations in an amount greater than $250,000; (g) a default by Lessee under any material loan, lease, guaranty or other material financial obligation to any third party which default has been declared and results in the right to accelerate such obligations in an amount greater than $250,000; (h) an inaccuracy in any representation or breach of warranty by Lessee (including any false or misleading representation or warranty) in any financial statement or Lease Document, including any omission of any substantial contingent or unliquidated liability or Claim against Lessee; (i) (x) Lessee becomes insolvent, or makes an assignment for the benefit of its creditors, files any petition or takes any action under any bankruptcy, reorganization or insolvency laws or (y) the commencement of any bankruptcy, insolvency, receivership or similar proceeding by or against Lessee or any of its properties or business (unless, if involuntary, the proceeding is dismissed within forty-five (45) days of the filing thereof) or the rejection of this Lease or any other Lease Document in any such proceeding; (j) the occurrence of a circumstance or circumstances that have a Material Adverse Effect; (k) Lessee: (1) enters into any transaction of merger or consolidation, unless Lessee shall be the surviving entity (such actions being referred to as an "Event"), unless the surviving entity is organized and existing under the laws of the United States or any state, and prior to such Event: (A) such person executes and delivers to Lessor (x) an agreement satisfactory to Lessor, in its sole discretion, containing such person's effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee's obligations having previously arisen, or then or thereafter arising, under any and all of the Lease Documents, and (y) any and all other documents, agreements, instruments, certificates, opinions and filings requested by Lessor; and (B) Lessor is satisfied as to the creditworthiness of such person, and as to such person's conformance to the other standard criteria then used by Lessor when approving transactions similar to the transactions contemplated in this Lease; or (2) ceases to do business, liquidates, or dissolves; or (3) sells, transfers, or otherwise disposes of all or substantially all of its assets or property; (l) if 50% of Lessee's voting capital stock/membership interests/partnership interests, issued and outstanding from time to time, is not retained by the then-present holders (unless Lessee shall have provided seven (7 days' prior written notice to Lessor of the proposed disposition and Lessor shall have consented thereto in writing); (m) breach by Lessee of any other covenant, condition or agreement (other than those in items (a)-(l)) under this Lease or any of the other Lease Documents that continues for twenty (20) days after the occurrence of such default (but such cure period will not be applicable unless such breach is curable by practical means within such period). (r) failure to promptly remit to Lessor an amount sufficient to reimburse Lessor for all amounts paid to a Supplier under a Supply Contract in the event Lessee fails to accept delivery of any item of Equipment. View More

Default. If any party fails in the performance of any obligation under this Agreement (for purposes of this Section 6 called the "defaulting party"), the other Party shall serve upon the defaulting party written notice of default, describing the default with specificity. If the defaulting party, within thirty (30) days after receipt of such notice, does not cure any material default, the defaulting party shall be deemed to be in default.

Default. If Seller fails to comply with or perform any of its covenants, agreements and obligations under this Agreement, then, at Purchaser's option: (i) Purchaser will be entitled to terminate this Agreement as its sole option, or (ii) enforce Seller's obligations to convey the Property by delivering written notice to Seller within forty-five (45) days after the scheduled Closing which describes such default and states Purchaser's election to enforce specific performance and actually filing suit... within ninety (90) days following the expiration of such 45-day period. If Purchaser fails to purchase the Property in accordance with the terms of this Agreement, then Seller's sole and exclusive remedy for the default will be to terminate this Agreement. Upon the termination, except as expressly provided in this Agreement to the contrary, all rights and obligations created under this Agreement will terminate and be of no further force or effect. The provisions of this Section 14 will not limit Purchaser's obligations under any indemnity set forth in this Agreement. If either Seller or Purchaser enforces the obligations of the other under this Agreement by instituting legal proceedings, then the non-prevailing party in any such proceedings will pay all out-of-pocket expenses actually incurred by the prevailing party, including court costs and reasonable attorneys' fees. View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Notes) under the Notes; (b) Any representation or warranty of any Obligor in this Agreement shall prove to have been incorrect in any material respect when made; and (c) The failure by Obligor to observe or perform any of its obligations hereunder or the Notes, for five (5) days after receipt by Obligor of notice of such failure from the Secured Parties.

Default. The following are events of default under this Note: (i) Company shall fail to pay any principal under this Note, pursuant to the terms of this Note, on or before the Maturity Date; or (ii) Company shall fail to pay any interest or any other amount under this Note, pursuant to the terms of this Note, on or before the Maturity Date; or (iii) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested... for ten (10) days or shall not be dismissed or discharged within thirty (30) days; or (iv) Company shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) Company shall make a general assignment for the benefit of creditors; or (vi) Company shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against Company; or (viii) Company shall fail to observe or perform any covenant, obligation, condition or agreement of Company contained herein, including without limitation all covenants to timely file all required quarterly and annual reports, and any other filings related to Rule 144; or (ix) any representation, warranty or other statement made or furnished by or on behalf of Company to Investor herein or in connection with the issuance of the Notes shall be false, incorrect, incomplete or misleading in any material respect when made or furnished. View More