Strategic Default Sample Clauses

Strategic Default. If Partnership, the Existing Partners or Management LLC terminates this Agreement pursuant to Section 4.7(b)(iii) by written notice to Strategic of such termination, Partnership shall receive payment of the Deposit as full liquidated damages for such default of Strategic and Escrow Agent shall deliver such payment within five (5) Business Days after such demand of Partnership, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Partnership, Existing Partners, or Management LLC upon Strategic’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom. Except with respect to the indemnification provisions set forth in Section 10.3 of this Agreement, the right to Terminate this Agreement and receive payment of the Deposit as full liquidated damages, are Partnership’s, Existing Partners’, and Management LLC’s sole and exclusive remedies in the event of default hereunder by Strategic, and Partnership, Existing Partners, or Management LLC hereby waives, relinquishes and releases any and all other rights and remedies (except, if Closing occurs, any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (1) any right to xxx Strategic for damages or to prove that Partnership’s, Existing Partners’, or Management LLC’s actual damages exceed the Deposit which is hereby provided as full liquidated damages, (2) any right to xxx Strategic for specific performance, or (3) any other right or remedy which Partnership, Existing Partners, or Management LLC may otherwise have against Strategic, either at law, or equity or otherwise.
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Related to Strategic Default

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

  • Specific Defaults The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03 or 6.09(c) or in Article VII; or

  • Default Event 7.1 Any of the following events will be deemed to be a Default Event:

  • Default H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:

  • Covenant Default (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3, 6.4, 6.6, 6.8, or 6.9, or violates any covenant in Section 7; or

  • Actions following an Event of Default On, or at any time after, the occurrence of an Event of Default:

  • Default Events (a) Any material breach of the Funding Agreement by the Recipient, including those set out below, will be an event of default (“Default Event”):

  • 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."

  • Xxxxxx of Default Any one or more of the following shall constitute an “Event of Default” hereunder:

  • Default or Event of Default No Default or Event of Default hereunder has occurred or is continuing or will occur as a result of the giving effect hereto.

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