Material Breach Default Notice (Call Option and Put Option Clause Samples

The Material Breach Default Notice (Call Option and Put Option) clause defines the process by which a party can formally notify the other party of a significant violation of the agreement, triggering specific rights related to call and put options. In practice, if one party commits a material breach, the non-breaching party may issue a written notice, after which they may exercise their right to either buy (call option) or sell (put option) certain interests or assets as specified in the contract. This clause ensures that both parties have a clear, structured remedy in the event of a serious default, providing a mechanism to exit or alter their investment or contractual relationship in response to major breaches.
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Material Breach Default Notice (Call Option and Put Option. Following a Material Breach EoD, the Non-defaulting Shareholder may give written notice (a “Material Breach Remedy Notice”) within 30 Business Days of receiving notification of the Material Breach EoD or of becoming aware of the Material Breach EoD, whichever is earlier, requiring the Defaulting Shareholder to stop and/or remedy the breach causing the Material Breach EoD within 30 Business Days of receipt of the Material Breach Remedy Notice (the “Cure Period”). If the Defaulting Shareholder fails to remedy or cure the breach within the Cure Period to the satisfaction of the Non-defaulting Shareholder, the Non-defaulting Shareholder may give written notice (a “Material Breach Default Notice”) within 30 Business Days from the end of the Cure Period requiring the Defaulting Shareholder to either: 15.5.1 sell all the Shares held by the Defaulting Shareholder together with any Debt owed by the Company and/or any Group Company to the Defaulting Shareholder and/or its Associated Companies (together, the “Material Breach Sale Assets”) to the Non-defaulting Shareholder at a price equal to the 75 per cent. of the Open Market Value of the Material Breach Sale Assets, subject to the satisfaction or waiver of any Permitted Regulatory Condition set out in the Material Breach Default Notice; or 15.5.2 purchase all the Shares held by the Non-defaulting Shareholder, together with any Debt owed by the Company and/or any Group Company to the Non-defaulting Shareholder and/or its Associated Companies (together the “Material Breach Purchase Assets”) from the Non-defaulting Shareholder at a price equal to the 125 per cent. of the Open Market Value of the Material Breach Purchase Shares.
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Related to Material Breach Default Notice (Call Option and Put Option

  • Default Notice As soon as possible and in any event within two days after the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto.

  • Termination for Default; Remedies 8.2.1 Each of the following shall constitute an immediate event of default (“Event of Default”) under this Agreement: (a) Contractor fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement:

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase shares of Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Purchase Contract Agent, the Collateral Agent, and to the Holders at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of such Units in the case of Corporate Units, or Treasury Securities in the case of Treasury Units, in accordance with the provisions of Section 4.3 of the Pledge Agreement.

  • Termination upon Material Breach Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a “Default Notice”) specifying the nature of the default in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party’s intention to terminate this Amended and Restated Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the “Disputing Party”) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 12.7; provided further that in the event that as a result of such resolution, the Disputing Party is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the Disputing Party.

  • Cure Period Prior to any claim for default being made, either the Buyer or Seller will have an opportunity to cure any alleged default. If either Buyer or Seller fails to comply with any provision of this Agreement, the other party will deliver written notice to the non- complying party specifying such non-compliance. The non-complying party shall have calendar days after delivery of such notice to cure the non-compliance.