Default by the Manager Clause Samples

The "Default by the Manager" clause defines the circumstances under which the manager of an agreement is considered to be in default, typically due to failing to perform required duties or breaching key obligations. This clause often outlines specific events that constitute default, such as mismanagement of funds, failure to provide reports, or violation of laws, and may describe the process for notifying the manager and the remedies available to the other party. Its core practical function is to protect the interests of the other parties by providing clear grounds and procedures for addressing managerial failures, thereby ensuring accountability and risk mitigation.
Default by the Manager. (a) If the Manager materially breaches this ---------------------- - Agreement or the Stockholders' Agreement and the Manager fails to cure such breach within 10 days after receipt of written notice from the Company advising the Manager of the action allegedly resulting in such breach (or, if such breach is not susceptible of cure within such period, fails to cure such breach as promptly as possible, but in any event, within 90 days after receipt of written notice from the Company), provided that the foregoing 90 day cure period will -------- not apply to any willful breach of either such agreement by the Manager or (b) - if the Manager, or any employee or consultant thereof, engages in any act of gross negligence, dishonesty, willful malfeasance or gross misconduct that is materially injurious to the Company and its subsidiaries taken as a whole, then the Company may elect, by written notice to the Manager, to terminate this Agreement or (c) if the Manager defaults under any material agreement to which - it is a party and the Company reasonably believes that the Manager will be unable to pay its debts as such debts become due (whether upon maturity, acceleration or otherwise). Any such termination shall be effective as of the date specified in the notice of termination. Without limiting the generality of subsection (a) above, any breach of Section 8.1 hereof shall be deemed to be a material breach of this Agreement entitling the Company to terminate this Agreement. ▇▇▇▇▇ shall be entitled to exercise all of the Company's rights under this Section 7.1.
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Default by the Manager. The following events shall be deemed to be events of default by the Manager under this Agreement: 8.1.1 The Manager shall fail to comply, in a material manner, with any of the terms, conditions, provisions or covenants of this Agreement, to be complied with by the Manager and the Manager shall not cure such failure within 20 days after written notice thereof given by the Owner to the Manager, or, if such failure is not reasonably susceptible of being cured within said 20-day period, if the Manager shall fail to commence to cure such failure within said 20-day period, or, having commenced, shall thereafter fail to complete the curing of such failure with reasonable diligence; 8.1.2 The Manager shall become insolvent, shall make a transfer in fraud of its creditors, or shall make an assignment for the benefit of creditors; 8.1.3 The Manager shall file a petition under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state thereof, or if the Manager shall be adjudged bankrupt or insolvent in proceedings filed by or against the Manager thereunder; 8.1.4 A receiver or trustee shall be appointed for the Manager or for all or substantially all of the assets of the Manager and such appointment is not vacated or otherwise caused to be net aside within 90 days from the occurrence thereof; or 8.1.5 The Manager shall breach any obligation owed by it, or cause a breach of any obligation owed by the Owner, under the License Agreement, subject to any applicable notice and right to cure thereunder.
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Default by the Manager. Professionals shall be in default if any of the following shall occur: A. Professionals shall perform any act contrary to this Agreement; B. Professionals shall fail to perform any obligation required in this Agreement; C. Professionals shall dissolve, terminate its existence, become insolvent, have its business fail, or make an assignment for the benefit of creditors of or by Professionals or commence any proceedings under any State or Federal bankruptcy or insolvency laws or laws for the relief of debtors, or if a receiver, trustee. court-appointee, sequestrator or other party is appointed over all or any part of the property of Professionals; The above conditions shall be collectively referred to as the "Manager's Default".
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Default by the Manager. The fraud, willful misconduct, gross negligence or Material Breach (which shall include the notice and cure provisions to the extent provided in the definition of Material Breach) by the Manager (or its representatives) in performing or failing to perform the Manager’s duties and obligations under this Agreement;
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Related to Default by the Manager

  • Default by the Company If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

  • Default by Seller Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

  • Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

  • Default by Developer Developer shall be in default under this Agreement (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.