Post Closing Default Sample Clauses

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Post Closing Default. If any representations, warranties or covenants made or undertaken by either Seller or Buyer under this Agreement survive the Closing or any termination hereof (collectively, the “Surviving Obligations”), and subsequent to Closing or any termination of this Agreement, either party hereto is in default of its Surviving Obligations, the party alleging the occurrence of such default of a Surviving Obligation shall have all rights and remedies available to it at law or in equity against the defaulting party.
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Post Closing Default. The Parties shall have the right to exercise all rights and remedies available at law or in equity (subject to Section 5.5 below) with respect to any breach or default under this Agreement that occurs or that is otherwise discovered after the Closing; provided, however, notwithstanding anything to the contrary in this Agreement or elsewhere, in no event shall any Party be liable for any claim for opportunity costs resulting from the transactions set forth in this Agreement. For avoidance of doubt, any claim for losses by CWI shall include any actual value of the Hotel that is permanently lost (to the extent such losses can be reasonably measured) as a result of any matters for which Seller would be liable or CWI would otherwise be indemnified for under this Agreement.
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Post Closing Default. If a breach or default of an obligation becomes known after Closing, Buyer and Seller shall be entitled to all remedies available to them at law or in equity, except for the right of rescission and the right to receive consequential and/or punitive damages which Buyer and Seller both hereby expressly waive.
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Post Closing Default. In the event that after Closing a party ("Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party ("Non-Defaulting Party") for the damages incurred by the Non-Defaulting Party as a result of such breach.
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Post Closing Default. In the event that NJDEP issues a letter or notice of violation (collectively, the “NOV”) with respect to the CSE Holders’ Remedial Actions after Closing indicating that the Remedial Actions are not being performed in accordance with the requirements of Environmental Law (including the Tech. Regs.), the Stockholders’ Representative shall provide a copy of such NOV to Buyer and the CSE Holders will promptly undertake to cure the alleged violation(s) set forth in the NOV. If the CSE Holders either (i) fail or refuse to cure the violation(s) within thirty (30) days after receipt of the NOV or (ii) in the event such violation(s) cannot be cured within said thirty (30) day period if the CSE Holders have not commenced reasonable actions to cure the alleged violation(s) within said thirty (30) day period and are not diligently completing such actions, then Buyer shall have the right but not the obligation to undertake any and all actions it deems appropriate to cure the alleged violation(s) noted in the NOV; provided that any Remedial Actions conducted by Buyer must be in accordance with Environmental Laws (including the Tech. Regs.) and in a commercially reasonable manner (which shall include consideration of cost effectiveness among other factors). Buyer shall be entitled to reimbursement of all damages arising from the CSE Holders’ breach of their obligation to comply with ISRA in accordance with the provisions hereof and in accordance with all Environmental Laws, including reasonable attorneys’ fees. The CSE Holders shall not be deemed to have breached their obligations under this provision if they have sought in a timely manner and in good faith to challenge such NOV and are diligently pursuing such challenge in accordance with the administrative procedures and deadlines established by the State or NJDEP to challenge such notices.
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Post Closing Default. In the event that the transaction which is the subject of this Agreement closes and at or after Closing, Extra Space breaches any warranty, representation or covenant contained in this Agreement which survives Closing or contained in any document delivered by Extra Space at Closing HSRE may, subject to the limitations contained in this Agreement, pursue any and all remedies available at law or in equity; provided, however, in no event shall Extra Space be liable for any special, incidental, consequential or punitive damages whatsoever (including, without limitation, loss of business profits or opportunity) and by execution of this Agreement, HSRE waives any right to claim or seek any such damages. The provisions of this Section 13.1.2 shall survive the Closing.
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Post Closing Default. THE TERM "POST-CLOSING DEFAULTS" SHALL MEAN ALL (I) POST-CLOSING DEFAULTS BY SELLER UNDER THIS AGREEMENT AND/OR ANY AGREEMENT OR INSTRUMENT TO BE DELIVERED BY SELLER TO BUYER AT CLOSING, AND (II) ALL PRE-CLOSING SELLER DEFAULTS NOT WAIVED PURSUANT TO THIS AGREEMENT AS OF THE CLOSING (WHICH WOULD INCLUDE, WITHOUT LIMITATION, A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT; PROVIDED THAT IF BUYER HAS ACTUAL KNOWLEDGE OF A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES IN ANY MATERIAL RESPECT AND BUYER NEVERTHELESS ELECTED TO PROCEED WITH CLOSING, THEN IN ORDER FOR BUYER TO BRING A POST-CLOSING ACTION, BUYER MUST NOTIFY SELLER OF SUCH BREACH WITHIN TEN (10) BUSINESS DAYS OF BUYER OBTAINING SUCH ACTUAL KNOWLEDGE (AND THE FAILURE TO TIMELY NOTIFY SELLER THEREOF SHALL BE DEEMED A WAIVER OF ANY RIGHT TO BRING A CLAIM AGAINST SELLER BASED THEREON). IN THE EVENT OF ONE OR MORE POST-CLOSING DEFAULTS, BUYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO SEEK ACTUAL DAMAGES IN AN AMOUNT NOT TO EXCEED THE LIMITS SET FORTH IN THIS PARAGRAPH 7(b)(ii). THE PROVISIONS OF THIS PARAGRAPH 7(b)(ii) SHALL SURVIVE THE CLOSING. IF BUYER, WITHIN NINE (9) MONTHS AFTER THE CLOSING (THE “LIMITATION PERIOD”), GIVES NOTICE TO SELLER OF ANY POST-CLOSING DEFAULT (THE "DEFAULT NOTICE"), AND IF SELLER FAILS TO CURE SUCH POST-CLOSING DEFAULT WITHIN SIXTY (60) DAYS AFTER SUCH DEFAULT NOTICE IS DELIVERED (OR, IF SUCH POST-CLOSING DEFAULT CANNOT REASONABLY BE CURED WITHIN SIXTY (60) DAYS, SELLER SHALL BE PROVIDED WITH AN ADDITIONAL REASONABLE TIME PERIOD TO CURE SUCH POST-CLOSING DEFAULT, SO LONG AS SUCH CURE HAS BEEN COMMENCED WITHIN SUCH SIXTY (60) DAYS AND IS BEING DILIGENTLY PURSUED, BUT IN NO EVENT LONGER THAN ONE HUNDRED TWENTY (120) DAYS). IF SELLER FAILS TO CURE SUCH POST-CLOSING DEFAULT WITHIN SUCH CURE PERIODS, BUYER'S SOLE REMEDY SHALL BE AN ACTION AT LAW FOR DAMAGES AS A CONSEQUENCE THEREOF, WHICH MUST BE COMMENCED, IF AT ALL, ON OR BEFORE THE DATE WHICH IS SIX (6) MONTHS AFTER EXPIRATION OF THE SELLER’S CURE PERIOD (I.E., 120 DAYS AFTER THE DELIVERY OF A DEFAULT NOTICE, THE “OUTSIDE ACTION DATE”). BUYER ACKNOWLEDGES THAT IT IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY AND BUYER AND SELLER HAVE NEGOTIATED AND AGREED UPON THE OUTSIDE ACTION DATE AS AN ADEQUATE PERIOD OF TIME FOR BUYER TO DISCOVER ANY AND ALL FACTS THAT COULD GIVE RISE TO A CLAIM OR CAUSE OF ACTION FOR A...
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Post Closing Default. For the avoidance of doubt, once the Closing has occurred, the provisions of this Section 8.6 shall not apply or govern with respect to any default or breach under this Agreement.
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Post Closing Default 
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Related to Post Closing Default

  • Existing Defaults No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

  • Servicing Default If any one of the following events ("Servicing Default") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Custodial Account or Payment Account any deposit required to be made under the terms of this Servicing Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Issuer or the Indenture Trustee, or to the Master Servicer, the Issuer and the Indenture Trustee by the Credit Enhancer; or (b) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Securities or in this Servicing Agreement, which failure, in each case, materially and adversely affects the interests of Securityholders or the Credit Enhancer and which continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee, or to the Master Servicer, the Issuer and the Indenture Trustee by the Credit Enhancer; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The Master Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations, then, and in every such case, so long as a Servicing Default shall not have been remedied by the Master Servicer, either the Issuer or the Indenture Trustee, with the consent of the Credit Enhancer, or the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Issuer and the Indenture Trustee if given by the Credit Enhancer) may terminate all of the rights and obligations of the Master Servicer as servicer under this Servicing Agreement other than its right to receive servicing compensation and expenses for servicing the Home Equity Loans hereunder during any period prior to the date of such termination and the Issuer or the Indenture Trustee, with the consent of the Credit Enhancer, or the Credit Enhancer may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Credit Enhancer and the Issuer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Servicing Agreement, whether with respect to the Securities or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee as pledgee of the Home Equity Loans, as successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts relating to the Home Equity Loans that shall at the time be held by the Master Servicer and to be deposited by it in the Custodial Account, or that have been deposited by the Master Servicer in the Custodial Account or thereafter received by the Master Servicer with respect to the Home Equity Loans. All reasonable costs and expenses (including, but not limited to, attorneys' fees) incurred in connection with amending this Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Home Equity Loan which was due prior to the notice terminating the Master Servicer's rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.03 and 3.09 as well as its Master Servicing Fee in respect thereof, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) or under Section 7.01(b) after the applicable grace periods specified in such Sections, shall not constitute a Servicing Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using reasonable efforts to perform its respective obligations in a timely manner in accordance with the terms of this Servicing Agreement and the Master Servicer shall provide the Indenture Trustee, the Credit Enhancer and the Securityholders with notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee, the Credit Enhancer and the Owner Trustee in writing of any Servicing Default.

  • No Existing Default No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

  • ERISA Default The occurrence of one or more ERISA Events that (a) the Required Lenders determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company.

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."