Defaulting Purchasers Sample Clauses
The Defaulting Purchasers clause defines the consequences and procedures that apply when a buyer fails to fulfill their contractual obligations, such as missing payments or not completing a purchase as agreed. Typically, this clause outlines the steps the seller may take in response, which can include retaining deposits, seeking damages, or reselling the goods or property to another party. Its core practical function is to protect the seller from losses and provide a clear remedy in the event of a purchaser's default, thereby allocating risk and ensuring contractual certainty.
Defaulting Purchasers. (a) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding, then all or any part of such Defaulting Purchaser’s participation in such Letters of Credit shall be reallocated among the LC Participants that are not Defaulting Purchasers in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Purchaser’s Commitment), but only to the extent that (x) the conditions precedent to issuance of Letters of Credit are satisfied at the time of such reallocation (and, unless the Seller shall have otherwise notified the Administrator at such time, the Seller shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate credit exposure of any Purchaser to exceed such Purchaser’s Commitment. No such reallocation shall constitute a waiver or release of any claim of any party against a Defaulting Purchaser arising from that Purchaser having become a Defaulting Purchaser, including any claim of any other Purchaser as a result of such other Purchaser’s increased exposure following such reallocation.
(b) If any LC Participant becomes a Defaulting Purchaser at any time when there are undrawn Letters of Credit outstanding and the reallocation described in Section 5.16(a) above cannot, or can only partially, be effected, then the Seller shall (i) within two (2) Business Days following notice by the LC Bank, cash collateralize for the benefit of the LC Bank a portion of the amount of the then outstanding Letters of Credit equal to such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit by depositing such amount into the LC Collateral Account, and (ii) maintain funds in the LC Collateral Account to cash collateralize such Defaulting Purchaser’s Pro Rata Share (determined after giving effect to any reallocation of its participation in Letters of Credit pursuant to Section 5.16(a) above) of the undrawn stated amount of outstanding Letters of Credit. The Administrator shall apply funds deposited into the LC Collateral Account to satisfy a Defaulting Purchaser’s obligation to fund its portion of a Reimbursement Purchase requested or deemed requested by the Seller and to fund any Participation Advance required to be mad...
Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Purchaser is a Defaulting Purchaser:
(a) Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Purchaser.
(b) The Commitment and Capital of such Defaulting Purchaser shall not be included in determining whether the Majority Group Agents have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 14.01); provided, that, except as otherwise provided in Section 14.01, this clause (b) shall not apply to the vote of a Defaulting Purchaser in the case of an amendment, waiver or other modification requiring the consent of such Purchaser or each Purchaser directly affected thereby (if such Purchaser is directly affected thereby).
Defaulting Purchasers. Notwithstanding any provision of this Agreement to the contrary, if any Committed Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Committed Purchaser is a Defaulting Purchaser:
Defaulting Purchasers. (a) In the event that Orchestra funds all of ABV’s obligations under the Series A SPA, or visa versa, then in such case, Orchestra or ABV, as the case may be, shall have the right to appoint the ABV Director or the Orchestra Directors, as the case may be.
(b) In the event that Orchestra funds only a portion of ABV’s obligations under the Series A SPA, or visa versa, and the remaining deficiency is met by the other shareholders, then in such case, the Orchestra Directors or ABV Director, shall be appointed by the holders of the majority of the Preferred Shares taken up from the Defaulting Purchaser.
(c) In the event that any of (i) ABV; (ii) Orchestra; (iii) NGT shall have become a Defaulting Purchaser (as such term is defined in the Series A SPA) in connection with any Milestone Closing (as defined is the Series A SPA), then such Defaulting Purchaser shall ipso facto cease to have any right to nominate its Director(s), and, subject to Article 40(a) and 40(b) above, any Director(s) theretofore appointed thereby shall automatically cease to serve as Directors. The aforesaid shall not affect any rights hereunder to elect the Ordinary Director.
Defaulting Purchasers. (a) Notwithstanding any provision herein or in any Fee Letter to the contrary, if any Related Committed Purchaser becomes a Defaulting Purchaser, for so long as such Related Committed Purchaser is a Defaulting Purchaser, the “Facility Fees” described in the RPA Fee Letter shall cease to accrue on the undrawn portion (if any) of the Commitment of such Defaulting Purchaser; provided, however, that said Facility Fees shall continue to accrue on such Defaulting Purchaser’s Exposure.
(b) No Defaulting Purchaser shall have any right to approve or disapprove any amendment, waiver or consent under this Agreement (and any amendment, waiver or consent which by its terms requires the consent of all Purchasers or each affected Purchaser may be effected with the consent of the applicable Purchasers other than Defaulting Purchasers), except that (x) the Commitment of any Defaulting Purchaser may not be increased or extended without the consent of such Purchaser and (y) any waiver, amendment or modification requiring the consent of all Purchasers or each affected Purchaser that by its terms affects any Defaulting Purchaser more adversely than other affected Purchasers shall require the consent of such Defaulting Purchaser.
Defaulting Purchasers. If, at the Closing, any one or more of the Purchasers shall fail or refuse to purchase the Shares that it has or they have agreed to purchase on such date, and the aggregate number of Shares which such defaulting Purchaser or Purchasers failed or refused to purchase is not more than one-tenth (1/10) of the aggregate number of Shares to be purchased on such date, the other Purchasers shall be obligated severally in the proportions that the number of Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Purchasers, or in such other proportions as the Purchasers shall reasonably specify, to purchase the Shares which such defaulting Purchaser or Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Purchaser. Any action taken under this paragraph shall not relieve any defaulting Purchaser from liability in respect of any default of such Purchaser under this Agreement.
Defaulting Purchasers. 47 SECTION 2.07
Defaulting Purchasers. If any Purchaser defaults in its obligation to purchase the Purchased Shares allocated to it under this Agreement, the Company will not waive such default or fail to use commercially reasonable efforts to enforce its rights against such defaulting Purchaser with respect to such default, in each case without the prior written consent of the non-defaulting Purchasers. In addition, the Company will not waive or in any way reduce any Purchaser’s investment amount hereunder without the prior written consent of the other Purchasers.
Defaulting Purchasers. The provisions relating to Defaulting Lenders set forth in Section 2.15 of the DIP Term Credit Agreement shall apply mutatis mutandis to any failure of any Purchaser to purchase DIP Term Notes as required hereby (such Purchaser, a “Defaulting Purchaser”), taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.
Defaulting Purchasers. 31 SECTION 2.08 Purchases in Connection with Letters of Credit........... 32