Default and Remedies Clause Samples

Default and Remedies. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or speci...

Default and Remedies. (a) Guarantors shall be in default hereunder upon the occurrence of an Event of Default, as set forth in the Loan Agreement. (b) Upon the occurrence of any Event of Default which shall be continuing, (i) unless Lender or Agent shall elect otherwise, the entire unpaid amount due under the Guarantee as are not then otherwise due and payable shall become immediately due and payable without notice to Guarantors or demand by Lender or Agent and (ii) either Lender or Agent may at its or their option exercise from time to time any and all rights and remedies available to them under the Uniform Commercial Code or otherwise, including the right to foreclose or otherwise realize upon the Collateral and to dispose of any of the Collateral at one or more public or private sales or other proceedings, and Guarantors agree that any of Lender, Agent or their nominee may become the purchaser at any such sale or sales. Guarantors agree that twenty (20) days shall be reasonable prior notice of the date of any public sale or other disposition, if the same may be made. All rights and remedies granted Lender hereunder or under any other agreement between Lender and Guarantors shall be deemed concurrent and cumulative and not alternative, and Lender, or Agent on its behalf, may proceed with any number of remedies at the same time or at different times until all the Obligations are fully satisfied. The exercise of any one right or remedy shall not be deemed a waiver or release of or an election against any other right or remedy. Guarantors shall pay to Lender or Agent, on demand, any and all expenses (including reasonable attorneys' fees and legal expenses) which may have been incurred by Lender or Agent (i) in the prosecution or defense of any action growing out of or connected with the subject matter of this Agreement, the Guarantee, the Collateral or any of Lender's rights therein or thereto; or (ii) in connection with the custody, preservation, use, operation, preparation for sale or sale of the Collateral, the incurring of all of which are hereby authorized to the extent Lender or Agent deem the same advisable. Guarantors' liability to Lender or Agent for any such payment shall be included in the Obligations. The proceeds of any Collateral received by Lender or Agent at any time before or after default, whether from a sale or other disposition of Collateral or otherwise, or the Collateral itself, may be applied to the payment in full or in part of such of the Obligations and...

Default and Remedies. 1. If any of the events listed in subparagraph 2. of this section occur, all obligations on the part of Florida Housing to continue doing business with Grantee or assign any future transaction to Grantee shall, if Florida Housing so elects, terminate and Florida Housing may, at its option, exercise any of its remedies set forth herein, or as otherwise provided by law. However, Florida Housing may continue doing business with the Grantee as a participant after the happening of any event listed in subparagraph 2. of this section without waiving the right to exercise such remedies, without constituting a course of dealing, and without becoming liable to include the Grantee in the transaction or any future transaction. 2. The Events of Default shall include, but not be limited to, the following: a. If any report, information or representation provided by Grantee in this Agreement is inaccurate, false or misleading in any respect; b. If any warranty or representation made by Grantee in this Agreement or any other outstanding agreement with Florida Housing is deemed by Florida Housing to be inaccurate, false or misleading in any respect; c. If Grantee fails to keep, observe, or perform any of the terms or covenants contained in this Agreement, or is unable or unwilling to meet its obligations as defined in this Agreement; d. If, in the sole discretion of Florida Housing, Grantee has failed to perform or complete any of the services identified in the attachments; e. If Grantee has not complied with all Florida laws, federal laws, Florida Housing rules or Florida Housing policies applicable to the work; f. If Grantee has discriminated on the grounds of race, color, religion, sex, national origin, or disability in violation of this Agreement; g. If Grantee does not comply with the terms and conditions set forth in Section 420.512(5), Fla. Stat.; h. If Grantee commits fraud in the performance of its obligations under this Agreement; or i. If Grantee refuses to permit public access to any document, paper, letter, computer files, or other material subject to disclosure under Florida’s Public Records Law. Upon the occurrence of any Event of Default listed in subparagraph 2. above, Florida Housing will provide written notice of the Default detailing the grounds that constitute the Event of Default. 3. Upon the occurrence of any Event of Default listed in subparagraph 2. above, Florida Housing may provide Grantee a reasonable period of time to cure the Event of Default (...

Default and Remedies. (a) If an Event of Default occurs, then in each such case the Secured Party may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Obligations shall become immediately due and payable. (b) Upon the occurrence of an Event of Default, the Secured Party shall: (i) be entitled to receive all distributions with respect to the Pledged Property, (ii) to cause the Pledged Property to be transferred into the name of the Secured Party or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize upon any and all rights in the Pledged Property then held by the Secured Party.

Default and Remedies. (a) If an Event of Default described in Section 2.2(c)(i) and (ii) occurs, then in each such case the Secured Party may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Obligations shall become immediately due and payable. If an Event of Default described in Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period set forth therein, then the Obligations shall automatically become immediately due and payable without declaration or other act on the part of the Secured Party. (b) Upon the occurrence of an Event of Default, the Secured Party shall: (i) be entitled to receive all distributions with respect to the Pledged Collateral, (ii) to cause the Pledged Property to be transferred into the name of the Secured Party or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize upon any and all rights in the Pledged Property then held by the Secured Party.

Default and Remedies a. The occurrence of any of the following shall constitute a default under and breach of this Lease by Tenant (an “Event of Default”): i) Failure by Tenant to pay any monetary amounts (including Base Rental and Additional Rental) due hereunder within ten (10) days following written notice of non-payment from Landlord to Tenant; ii) Abandonment of the Premises (defined as any period of one hundred and eighty (180) consecutive days without operation of Tenant’s business in the Premises); iii) Failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting of this Lease; iv) Failure by Tenant to cure forthwith, immediately after receipt of notice from Landlord, any hazardous condition which Tenant has created or permitted in violation of law or of this Lease; v) Failure by Tenant to complete, execute and deliver any instrument or document required to be completed, executed and delivered by Tenant within twenty (20) days after the initial written demand for same to Tenant; vi) Failure by Tenant to observe or perform any other non-monetary covenant, agreement, condition or provision of this Lease, if such failure shall continue for thirty (30) days after written notice thereof from Landlord to Tenant; provided that such thirty (30) day period shall be extended for the time reasonably required to complete such cure, if such failure cannot reasonably be cured within said thirty (30) day period and Tenant commences to cure such failure within said thirty (30) day period and thereafter diligently and continuously proceeds to cure such failure; vii) The levy upon execution or the attachment by legal process of the leasehold interest of Tenant, or the filing or creation of a lien in respect of such leasehold interest, which lien shall not be released or discharged within thirty (30) days from the date of such filing; viii) Tenant or any guarantor of Tenant’s obligations under this Lease becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for all or a major part of its property; ix) A trustee or receiver is appointed for Tenant, any guarantor of Tenant’s obligations under this Lease or for a major part of either party’s property and is not discharged within sixty (60) days after such appointment; x) Any bankruptcy, reorganization, arrangement, insolvency or liquida...

Default and Remedies. You will be in default if: (i) you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates or fail to perform or pay under any material agreement with any other entity; (ii) you make or have made any false statement or misrepresentation to us; (iii) you or any guarantor dies, dissolves, liquidates, terminates existence or is in bankruptcy; (iv) you or any guarantor suffers a material adverse change in its financial, business or operating condition; or (v) any guarantor defaults under any guaranty for this Agreement. If you are ever in default, at our option, we can cancel this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of term plus the anticipated residual value of the Equipment, both discounted to present value at 2%. We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any remedies available to us under the UCC and any other law and we may require that you immediately stop using any Financed Items. If we take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement, you agree to pay our reasonable attorneys' fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement is a "Finance Lease" as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.