CEDAR DEFAULTS Clause Samples
The 'CEDAR DEFAULTS' clause defines the specific events or circumstances under which a party is considered to be in default according to the terms of the CEDAR agreement. Typically, this clause outlines actions such as failure to make payments, breach of material obligations, insolvency, or other specified violations that trigger a default status. By clearly identifying what constitutes a default, the clause provides a framework for addressing breaches and enables the non-defaulting party to pursue remedies such as termination or damages, thereby managing risk and ensuring contractual accountability.
CEDAR DEFAULTS. IF THE TRANSACTION SHALL NOT BE CLOSED SOLELY BY REASON OF A BREACH OR DEFAULT UNDER THIS AGREEMENT BY CEDAR THEN RIOCAN HOLDINGS, REIT AND REIT SUB SHALL HAVE AS THEIR EXCLUSIVE REMEDY THE RIGHT TO (A) SUBJECT TO THE LAST SENTENCE OF THIS SECTION 16(a), TERMINATE THIS AGREEMENT (IN WHICH EVENT NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT), RIOCAN HOLDINGS, REIT AND REIT SUB HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SUCH BREACH; OR (B) SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY RIOCAN HOLDINGS, REIT OR REIT SUB FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN FORTY-FIVE (45) DAYS OF CEDAR’S BREACH OR DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER OF SUCH RIGHT AND REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND PROVISIONS OF THIS SECTION 16(a) ARE NOT INTENDED TO LIMIT RIOCAN HOLDINGS’, REIT’S OR REIT SUB’S RIGHTS AND REMEDIES IN THE EVENT OF A BREACH OF POST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT.