Buy Out on Default Sample Clauses

Buy Out on Default. At any time during the continuance of an Event of Default under this Agreement, the non-defaulting Venturer, without limiting any other rights or remedies it may have under this Agreement, at law or in equity, may, upon written notice (the "Appraisal Notice") delivered to the Defaulting Venturer, elect to purchase all (but not less than all) of the Interest of the Defaulting Venturer for cash in an amount equal to 80% of the Appraised Value of the Defaulting Venturer's Interest. The "Appraised Value" shall be an amount equal to the Defaulting Venturer's Interest multiplied by the fair market value of the Joint Venture, which shall represent the amount that a single purchaser unrelated to any Venturer would reasonably be expected to pay for the Joint Venture business and assets as a going concern, subject to all existing indebtedness, liens and encumbrances, in a single cash purchase, taking into account the current condition, use and net income of the Facility. If the Venturers are unable to mutually agree upon the Appraised Value within 30 days after delivery of the Appraisal Notice, each Venturer shall select a reputable MAI appraiser to determine the Appraised Value. The two appraisers shall furnish the Venturers with their written appraisals within 45 days of their selection, setting forth their determinations of the Appraised Value as of the date of the Appraisal Notice. If the higher of such appraisals does not exceed the lower of such appraisals by more than 10%, the Appraised Value shall be the average of the two appraisals. If the higher of such appraisals exceeds the lower of such appraisals by more than 10%, the two appraisers shall, within 20 days, mutually select a third reputable MAI appraiser. The third appraiser shall furnish the Venturers with its written appraisal within 45 days of its selection, and the Appraised Value shall be the average of the three appraisals. The cost of the appraisals shall be borne equally by the Defaulting Venturer and the non-defaulting Venturer. The determination of the Appraised Value in accordance with this Section 11.5 shall constitute a final and non-appealable arbitration. The closing of the purchase and sale of the Interest of the Defaulting Venturer pursuant to this Section 11.5 shall occur not later than 90 days after determination of the Appraised Value, or such other time as may be directed by the New Jersey Gaming Authorities. At the closing, the Defaulting Venturer shall deliver to the non-defaultin...
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Buy Out on Default. If an election is made by a Member to terminate the Joint Venture pursuant to Section 11.1.3 above, that Member may also elect, by written notice given within ninety (90) days of the date of the election to terminate, to continue the business of the Joint Venture. In such event the electing Member shall purchase the other Member’s interest in the Joint Venture for an amount equal to eighty-five percent (85%) of the fair market value of the other Member’s interest.
Sample 1
Buy Out on Default. (a) At any time during the continuance of an Event of Default under this Agreement resulting from a Transfer Breach or a License Breach, the Non Defaulting Member, without limiting any other rights or remedies it may have under this Agreement, at law or in equity, may, upon written notice (the “Appraisal Notice”) delivered to the Defaulting Member, elect to purchase all (but not less than all) of the Units of the Defaulting Member for cash in an amount equal to the lesser of (A) the Conditional Transfer Price and (B) the amount of
Sample 1
Buy Out on Default. If an election is made by a majority of the shareholders to terminate MCOA Lynwood, the majority shareholders may also elect, by written notice to continue the Business of MCOA Lynwood. In such an event the electing Party shall purchase the other Party’s interest in MCOA Lynwood for an amount equal to eighty-five percent (85%) of the fair market value of the other Party’s interest.
Sample 1

Related to Buy Out on Default

  • Upon Default Landlord shall have the right to pursue any one or more of the following remedies:

  • Rights on Default Notwithstanding anything to the contrary in this Article 3, upon the occurrence of an Event of Default, Lender shall promptly notify Property Account Bank and Lockbox Bank in writing of such Event of Default and, without notice from Property Account Bank, Lockbox Bank or Lender, (a) Borrower shall have no further right in respect of (including, without limitation, the right to instruct Lockbox Bank or Property Account Bank to transfer from) the Accounts, (b) Lender may direct Lockbox Account to liquidate and transfer any amounts then invested in Permitted Investments to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lockbox Bank, as agent for Lender, or Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (c) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Security Instruments, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instruments, Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

  • Termination on Default If any of the Parties are in breach or default of the terms or conditions contained in this Agreement and do not rectify or remedy that breach or default within 90 days from the date of receipt of notice by the other party requiring that default or breach to be remedied, then the other party may give to the party in default a notice in writing terminating this Agreement but without, in any way, limiting or affecting the rights or liabilities of the parties or either of them that have accrued to the date of termination. However, the party to whom notice of default has been delivered shall have the right to contest the termination in a court of law and any such termination shall not become effective until a final decision has been rendered by a court of competent jurisdiction that the alleged breach is actual and that the party to which a notice of default has been delivered, has not effectively cured the default.

  • Action Upon Default Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If a Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.

  • Reservation Default Failure by the Borrower to have reserve for issuance upon conversion of the Note the amount of Common stock as set forth in the Subscription Agreement.

  • 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.

  • Rights Upon Default In the event of the nonpayment of said rent, or any installment thereof, at the time in the manner above provided, or if the TENANT shall be dispossessed for nonpayment of rent, or if the leased premises shall be deserted, or vacated, the LANDLORD or its agents shall have the right to enter the said premises as the agent of the TENANT either by force or otherwise and may relet the premises as the agent of the TENANT, and receive the rent thereof, upon terms that may be reasonable and satisfactory to the LANDLORD, and all rights of the TENANT to repossess the premises under this lease shall be forfeited. Such re-entry by the LANDLORD shall not operate to release the TENANT from any rent to be paid or covenants to be performed hereunder during the full term of this lease. For the purpose of re-letting the LANDLORD shall be authorized to make such reasonable repairs or alterations in or to the leased premises as may be necessary to restore the premises to rentable condition. The TENANT shall be liable to the LANDLORD for the cost of such repairs or alterations, and all reasonable expenses of such re-letting. If the sum realized or to be realized from this letting is insufficient to satisfy the monthly or term rent provided in this lease, the LANDLORD, at his option may require the TENANT to pay such deficiency month by month, or may hold the TENANT in advance for the entire deficiency to be realized during the term of re-letting. The TENANT shall not be entitled to any surplus funds accruing as a result of the re-letting. The TENANT agrees to pay, as additional rent, all reasonable Attorneys’ fees and other expenses incurred by the LANDLORD in enforcing any obligations under this lease.

  • Remedies on Default Upon the occurrence of any Event of Default, the Bank may, at its sole and absolute election, without demand and only upon such notice as may be required by law:

  • Payments of Notes on Default Suit Therefor 33 Section 6.05. Application of Monies Collected by Trustee 35 Section 6.06. Proceedings by Holders 36 Section 6.07. Proceedings by Trustee 37 Section 6.08. Remedies Cumulative and Continuing 37 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders 37 Section 6.10. Notice of Defaults 38 Section 6.11. Undertaking to Pay Costs 38 ARTICLE 7

  • Remedies on Default Etc 31 12.1. Acceleration......................................................31

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