Default by Member Clause Samples
The "Default by Member" clause defines the consequences and procedures that apply when a member of an agreement fails to fulfill their contractual obligations. Typically, this clause outlines what constitutes a default, such as missed payments or failure to perform required duties, and describes the steps the non-defaulting party may take, which can include issuing notices, imposing penalties, or terminating the agreement. Its core function is to provide a clear framework for addressing breaches, thereby protecting the interests of all parties and ensuring that there are predictable remedies if a member does not comply with their responsibilities.
Default by Member. A Member shall be in default (“Default”) and shall be a defaulting member (“Defaulting Member”) if the Manager determines or has reason to believe that:
6.3.1 A Member has Transferred or attempted to Transfer any portion of its Interest in violation of the provisions of Article 7, or beneficial ownership of such Member’s Interest has vested in any other Person by reason of such Member’s bankruptcy or dissolution;
6.3.2 A Member’s continued ownership of the Member’s Interest in a Series may cause such Series or the Company to be in violation of, or require registration of any Interest under, or subject the Company, a Series or the Manager to additional regulation under, the securities laws of the United States or any other relevant jurisdiction or the rules of any self- regulatory organization;
6.3.3 A Member’s continued ownership of an Interest may be harmful or injurious to the business or reputation of the Company, a Series or the Manager, or may subject the Company, a Series or the Manager to adverse tax, legal or other fiscal consequences (including adverse consequences under ERISA);
6.3.4 Any of the representations and warranties made by a Member in connection with the acquisition of the Member’s Interest was not true when made or has ceased to be true;
6.3.5 A Member has defaulted in any of its obligations under this Agreement, the applicable Series Designation, the Subscription Agreement or otherwise;
6.3.6 A Member ceases to be an Accredited Investor; or
6.3.7 It is otherwise in the best interests of the Company or the applicable Series, as determined in the sole discretion of the Manager, to seek remedies with respect to a Member.
Default by Member. 3.4.1 The Members agree that prompt payment of a Drawdown and of any amounts required to be paid by the Members under Sections 4.7, 5.5.6, 6.10, and 8.3 or otherwise under this Agreement is of the essence, that failure of any Member to make such payment will cause irreparable harm to the Company and the other Members, and that the amount of damages caused by such harm will be difficult to calculate. The Members acknowledge that failure by a Member promptly to pay a Drawdown (including in connection with a recall of distributions or to satisfy an indemnification obligation) may require non-defaulting Members to contribute additional capital (not to exceed their then Undrawn Commitment) to satisfy such shortfall, may result in the Company’s default in respect of its obligations, and may reduce the number of Portfolio Assets that the Company may acquire, each of which may affect the financial stability of the Company. Accordingly, the Members agree that, except as otherwise provided in Section 9.2, if a Member shall fail to fund a Drawdown or other required payment to the Company under this Agreement when due within 10 calendar days of the due date set forth in the Drawdown Notice or other applicable notice, or fails to comply with any term or condition set forth in this Agreement, the Member’s Subscription Agreement, or any other agreement related to a Member’s interest in the Company, such Member shall be in default; provided, that the Company, in its discretion, may extend the time period before a default occurs. A defaulting Member shall not be entitled to vote on any matter upon which the Members are entitled to vote hereunder, and the Default Interest in the Company will not be included in calculating the Company interests of the Members entitled to vote on or required to take any action under this Agreement. Upon any such default, the Company, in its discretion, may undertake any one or more of the options listed below in this Section 3.4.
3.4.2 Upon any such default, the Managing Member will have the option, but not the obligation, to undertake any one or more of the following options in any particular order or differently with respect to each defaulting Member, subject to applicable law: (i) to cause the Company to acquire all or part of the interest of the defaulting Member in the Company (the “Default Interest”); (ii) assign the Company’s right to acquire all or part of the Default Interest to its Affiliate; or (iii) sell all or part of the Default...
Default by Member. If the Bank receives from Depositor written notice (“Default Notice”) of Member’s failure to pay when due, perform under the terms of any agreement between Member and Depositor secured by the Collateral, or perform under the terms of the Custodial Agreement and Confirm (“Default”), then and notwithstanding any defense, claim, or objection that Member may have to the contrary, the Bank shall act as the exclusive agent of the Depositor for the purpose of delivering such part or all of the Collateral to the Depositor or its nominee as directed in writing by the Depositor. Depositor shall be entitled to retain only the notional value of the Collateral, plus any accumulated interest earned up to the date the Bank receives the Default Notice.
Default by Member. (a) If either Member becomes obligated to purchase the other Member's Membership Interest under this Article 9 pursuant to an Exit Notice, or if Insight becomes obligated to effect an Alternative Structure under this Article 9 pursuant to Section 9.3(c)(1) or Section 9.5(a), and such Member defaults in its obligation to purchase the selling Member's Membership Interest on the date specified in Section 9.9(a) for the closing of the purchase and sale of the selling Member's Membership Interest or Insight defaults in its obligation to effect an Alternative Structure, then the non-defaulting Member may elect either:
(1) to purchase the Membership Interest of the defaulting Member for a cash price equal to 95% of the Equity Value of such Membership Interest and otherwise on the terms and subject to the conditions set forth in this Article 9; or
(2) to cause the Company to be liquidated and dissolved in accordance with Article 11; or
(3) to terminate the buy/sell process commenced by the Initiating Member's Exit Notice and continue the Company.
(b) The three options that may be elected by the non-defaulting Member pursuant to Section 9.7(a) are exclusive of each other and are exclusive of all other rights and remedies that may otherwise have been available to the non-defaulting Member at law or equity as a result of the defaulting Member's default.
(c) The non-defaulting Member may make an election pursuant to Section 9.7(a) by giving written notice of its election to the defaulting Member at any time within thirty days after the date specified in Section 9.9(a) for the closing of the purchase and sale of the non-defaulting Member's Membership Interest or the date scheduled for closing of an Alternative Structure and prior to such time, if any, as the defaulting Member stands ready, willing, and able to purchase the non-defaulting Member's Membership Interest in accordance with this Article 9 or to consummate the Alternative Structure. If the non-defaulting Member makes a timely election pursuant to Section 9.7(a)(1), the defaulting Member shall be obligated to sell and the non-defaulting Member shall be obligated to purchase, in accordance with this Article 9, all of the defaulting Member's Membership Interest.
Default by Member. In the event that a Member fails to make any payment, or any installment thereof, when due, of any contribution or other obligation hereunder or under a Contribution Agreement, the Board of Governors may enforce such obligation in such manner as may be permitted by law. Without limiting the generality of the foregoing, the Board of Governors may, in its sole discretion, (i) bring an action at law or in equity to enforce such obligation, (ii) assess interest on the unpaid amount at the highest rate of interest then being charged to the Company by any lender, (iii) allow the remaining Members to loan funds to the Company in the amount of the deficiency, (iv) retain amounts of Distributions otherwise distributable to the defaulting Member as an offset to the deficiency, and/or (v) allow the remaining Members to contribute the amount of the deficiency, thereby increasing their Membership Interests in relation to the defaulting Member. If the Board allows the remaining Members to contribute the amount of the deficiency pursuant to clause (v) above, each remaining Member shall have the right to contribute an amount in the proportion which each such remaining Member’s Percentage Interest bears to the aggregate Percentage Interests of all remaining Members who desire to participate in such contribution. Upon such contribution by the remaining Members, Schedule A shall be deemed to be appropriately amended. If the Board elects to pursue remedies other than as provided in clause (v) above, the Voting Interest and Percentage Interest of the defaulting Member shall remain unaffected by the default. Each Member agrees that in the event such Member fails to make any payment, or any installment thereof, when due, of any contribution or other obligation hereunder or under a Contribution Agreement, such Member and the voting representatives of such Member and Governors appointed by such Member shall not be permitted in person or by proxy to vote either as a Member or a Governor on the question of what action the Company shall take with respect to such default.
Default by Member. 43 9.8 Removal of Insight as Member....................................44 9.9 General Terms Applicable to Purchase and Sale of Membership Interests............................................46
Default by Member. In the event Member (a) fails to pay when due any amounts (including, without limitation, any installment of the Total Amount Due) to be paid by Member pursuant to this Agreement; (b) breaches or defaults in the performance or observation of any of Member’s obligations under this Agreement; (c) files, or has filed against Member, a petition for reorganization, the appointment of a receiver, or any other arrangement under the Bankruptcy Code or similar type of proceeding; or (d) engages in any act or conduct that may bring Club into disrepute or undermine the integrity of the game (including but not limited to Member’s violation of a Club or Stadium policy or any provision of the Fan Code of Conduct), Club may, in its sole discretion, elect to: (i) change the location of the Seats for all or any portion of the remainder of the Term; (ii) suspend any or all rights of Member hereunder, without notice to Member and without refund or other obligation to Member, and transfer the Tickets and the right to use the Seats and Parking to any other person or entity until such default is cured (if capable of being cured); and/or (iii) terminate the rights of Member hereunder (x) immediately, upon written notice to Member, if the breach or default is not capable of being cured, or (y) 10 days after giving notice to Member, if such breach or default is capable of being cured and Member fails to cure within such 10-day period. Upon termination of this Agreement by Club, (1) all rights and benefits of Member and all obligations of Club under this Agreement shall immediately end, (2) Member shall remain liable for, and immediately pay, the unpaid portion of the Total Amount Due and any other amounts payable under this Agreement, and (3) Club may revoke or deactivate any Tickets or passes distributed to Member prior to the termination of this Agreement. Club shall have no duty to mitigate its damages as a result of breach or default by Member and any amounts received by Club from any re-sale of the Tickets or the Parking during the Term shall not reduce Member’s obligations under the preceding sentence. Sections 4, 5, 6, 7, 9, 10 12, 13, 14, 15, 17 19, 20 and 21 shall survive termination or expiration of this Agreement. Club’s remedies in this Section 6 shall not limit or exclude any other right or remedy set forth in this Agreement or otherwise available to Club by law or in equity. Member shall be responsible for all fees and costs (including, without limitation, attorney’s...
Default by Member. Member will be in default if:
(A) Member has failed to pay any sum when due under this Agreement (payment must be received at Lessor’s mailing address shown in paragraph 3).
(B) Member has failed to notify Lessor of a change in Member’s contact information as required.
(C) Member has provided false or incorrect information to Lessor in the Agreement or in any contact information changes submitted to Lessor.
(D) Member has failed to comply with any other provision of the Agreement or any supplemental rules of Lessor.
(E) Member, in ▇▇▇▇▇▇’s opinion violates health, safety or criminal laws on the facility grounds, regardless of whether arrest or conviction has occurred.
Default by Member. In the event that any Member fails to make all or any portion of his or her Capital Contribution pursuant to this Section 7.1 and such failure continues for five (5) Business Days following Notice from the Manager, the Manager may, in its sole discretion, designate such Member in default under this Agreement (a “Defaulting Member”) or waive or permit the cure of any default by such Defaulting Member subject to the conditions agreed upon between the Manager and the Defaulting Member. The Manager may take the following actions with regards to a Defaulting Member: (i) charge the Defaulting Member interest at a rate no greater than the Prime Rate plus two percent (2%) on the Defaulting Member’s unpaid amounts, payment of which shall be paid to the Company and the applicable Series and shall not be considered an additional Capital Contribution; or (ii) allow some or all of the Members to purchase some or all of the Defaulting Member’s Interests. No Defaulting Member shall be entitled to receive any distributions by the Company at least until the default has been cured, waived, or permitted. Each Defaulting Member shall remain fully liable up to the amount of his or her Capital Contribution to the Company and its creditors, if applicable, to the extent provided by law, as if such default had not occurred. The full amount of such Defaulting Member’s Capital Contributions shall be included in calculating the amount of the Management Fee and the Defaulting Member shall remain liable for its share of the Management Fee.
Default by Member. 15 6.6 Transferee Succeeds to Transferor's Capital Account................................... 15 6.7