Co-Investor Default Call Sample Clauses

Co-Investor Default Call. In the event of an uncured default by Co-Investor Member of any of its payment obligations under Article II of the Purchase Agreement, and following a sixty (60) calendar day cure period (the last day of such period, the “Cure Period End Date”), Intel Member shall have the right to initiate its exercise of the Intel Call Right pursuant to this Section 10.5 (a “Co-Investor Default Call”), as follows: (a) Intel Member shall have the right to exercise the Co-Investor Default Call at any time during the sixty (60) calendar day period following the Cure Period End Date by delivering to Co-Investor Member and the Company an Intel Call Notice (specifying that the exercise is being made with respect to a Co-Investor Default Call). (b) The Call Right Exercise Price with respect to a Co-Investor Default Call shall be equal to the Invested Capital. (c) The closing of a Co-Investor Default Call transaction shall be effective as of the date set forth in the Intel Call Notice, which shall be no less than ten (10) Business Days following delivery of the Intel Call Notice (subject to extension if necessary to permit approvals from Governmental Authorities). At the closing of a Co-Investor Default Call transaction: (i) Co-Investor Member shall deliver or cause to be delivered the Called Units (as applicable), duly endorsed or accompanied by written instruments of transfer in form reasonably satisfactory to Intel Member, duly executed by Co-Investor Member, if any; (ii) Co-Investor Member shall represent and warrant (A) that it is the sole beneficial and record owner of such Called Units (as applicable), (B) that it is duly organized and in good standing under the Applicable Laws of its jurisdiction of formation and jurisdictions where it conducts business, (C) that such interests are being validly transferred free and clear of all liabilities and Liens (other than transfer restrictions arising from Applicable Securities Laws), (D) with respect to the due authorization, execution and delivery of any agreement entered into in connection therewith and (E) with respect to its power and authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person (except for any consent or approval that has been obtained), and shall otherwise agree to complete such transaction on customary terms and conditions and pursuant to customary documents; (iii) Co-Investor Member shall cause all liabilities and all Liens ...
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Related to Co-Investor Default Call

  • 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.

  • 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”): 1. the Recipient has amounts owing to the IESO in respect of another funding agreement or other program, contract or arrangement with the IESO that have not been paid after due notice; 2. the IESO notifies the Recipient that it is in default of any existing agreements with the IESO, its predecessor entities, or any of their third party funds managers, including funding agreements; 3. the Recipient fails to complete or submit to the IESO any Activities set out in Schedule C by the applicable Target Completion Date; or 4. the Recipient fails to notify the IESO of any of the events set out in Section 6.1. (b) Should a Default Event occur, the IESO will be entitled to deliver to the Recipient a written notice that the Recipient is in default of the obligations under the Funding Agreement (the “Notice of Default”). The Notice of Default will set out the nature of the Default Event and a reasonable period of time by which the Default Event must be cured.

  • Default under Specified Transaction The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

  • 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.