Default by the Partnership Clause Samples

The 'Default by the Partnership' clause defines the consequences and procedures that apply if the partnership fails to fulfill its obligations under the agreement. Typically, this clause outlines what constitutes a default, such as missed payments or failure to perform agreed-upon duties, and describes the steps the non-defaulting party may take, which could include providing notice, an opportunity to cure the default, or pursuing remedies like damages or termination. Its core practical function is to allocate risk and provide a clear process for addressing breaches by the partnership, thereby protecting the interests of the non-defaulting parties and maintaining the integrity of the agreement.
Default by the Partnership. If the Partnership shall fail at Closing Time or at the Date of Delivery to sell the number of Units that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of the non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 13 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Partnership from liability, if any, in respect of such default.
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Default by the Partnership. (a) If, notwithstanding Contributor’s willingness and ability to close and satisfaction of all conditions precedent thereto (except the condition set forth in Section 9.2(e)), the Closing and the consummation of the transactions contemplated herein do not occur by the Outside Date as provided herein by reason of (i) the Partnership’s failure, inability or refusal to deliver the Units, the Cash Amount or any other closing deliverable the Partnership is required to deliver at the Closing pursuant to Section 10.2, or (ii) the condition set forth in Section 9.2(e) not having been satisfied, then Contributor may elect to terminate this Agreement; provided, however, that any such termination shall not be effective unless and until Contributor shall have (x) given the Partnership prior written notice indicating its election to terminate this Agreement under this Section 13.3 and indicating the default or failure of the Partnership giving rise to such termination right, and (y) afforded the Partnership a period of twenty (20) days to seek to cure the default or failure that gave rise to such termination right, which period may be extended by the Partnership for an additional ten (10) days in the aggregate with respect to any matter which is susceptible of cure and cannot be cured by the payment of money, the authorization and issuance of the Units or the delivery of executed documents by the Partnership and its Affiliates. The Parties hereby agree that upon termination of this Agreement pursuant to this Section 13.3(a), (A) Contributor shall have the right to draw on and retain the Deposit L/C(s) and, if still held in the Deposit Escrow Account, the Initial Cash Deposit or Cash Deposit, in an aggregate amount of Forty Six Million and Five Hundred Thousand Dollars ($46,500,000.00) (the “Liquidated Damages Amount”), (B) the Liquidated Damages Amount is a reasonable estimate of the total net detriment Contributor would suffer as a result of the Partnership’s default in its obligations and failure to close the transaction contemplated by this Agreement, and (C) the Parties shall have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing provisions of this Section 13.3(a), if the condition set forth in Section 9.2(e) has not been satisfied as a result of a breach of the representation and warranty set forth in Section 8.2(k) due to a Partnership Material Adverse Effect occurring after the...
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Default by the Partnership. If this transaction fails to close as a result of a default by the Partnership with respect to any of the terms of this Agreement, and such default continues for a period of ten (10) days after Owner notifies the Partnership in writing of such default, then, unless Owner waives the Partnership’s default in writing within five (5) days after the expiration of such 10-day period, or such default is cured within such 10-day period, this Agreement shall automatically terminate effective fifteen (15) days after the notice of default is given without the necessity of further notice being given. Upon such termination, each party shall be released from all duties or obligations contained herein, except as set forth in Sections 14.2 and 17.3, the Title Company shall immediately pay the Deposit to Owner, the Partnership shall reimburse Owner for Owner’s Due Diligence and Contract Costs and Owner may ▇▇▇ the Partnership for monetary damages resulting from such default.
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Default by the Partnership. If the transaction is not consummated as a result of a default by the Partnership, then Purchaser may as its sole recourse either (i) terminate this Agreement by delivery of notice of termination to the Partnership, whereupon (A) the ▇▇▇▇▇▇▇ Money plus interest accrued thereon shall be immediately returned to Purchaser, and (B) the Partnership shall pay to Purchaser any actual title, escrow, and legal fees incurred by Purchaser, but in no event to exceed $15,000, in which case neither party shall have any further rights or obligations hereunder; or (ii) continue this Agreement pending Purchaser's action for specific performance.
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Default by the Partnership 
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Related to Default by the Partnership

  • 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 If the sale of the Property as contemplated hereunder is not consummated due to Seller's default hereunder, then Purchaser shall be entitled, as its sole remedy for such default, either (a) to receive the return of the ▇▇▇▇▇▇▇ Money, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute and deliver the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of Seller's default hereunder; provided, however, that if Seller's default constitutes an Intentional Seller Default (as hereinafter defined) and Purchaser makes the election described in clause (a) above (or Purchaser makes the election in clause (b) but the remedy of specific performance is not available), then Purchaser shall also have the right to ▇▇▇ Seller for money damages, in an amount equal to the lesser of (i) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) in the aggregate, or (ii) the amount of all third-party out-of-pocket costs and expenses actually incurred by Purchaser in connection with this Agreement and the Property ("THIRD-PARTY COSTS"), including due diligence costs, engineering and environmental review costs, and legal fees and expenses. In no event shall Seller be liable for consequential, speculative, remote or punitive damages, or any damages other than Third-Party Costs, and Purchaser hereby waives any right to seek or collect any such consequential, speculative, remote or punitive damages, or any damages other than Third-Party Costs (such Third Party Costs to be limited in all cases as provided above). Purchaser shall be deemed to have elected to terminate this Agreement and receive back the ▇▇▇▇▇▇▇ Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the date upon which Closing was to have occurred. "INTENTIONAL SELLER DEFAULT" means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.