Defaulting Party Clause Samples

Defaulting Party. For purposes of this Agreement, a party shall become a “Defaulting Party” if any of the events set out below shall have occurred: (a) the Defaulting Party shall commit a material breach of any of its material obligations under this Agreement and fail to remedy such breach (if capable of remedy) within 60 days after such material breach; or (b) the Defaulting Party shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or if a petition shall be presented or an order made for the appointment of an administrator in relation to the Defaulting Party or if a receiver, administrative receiver, judicial manager, manager or equivalent officer in any applicable jurisdiction shall be appointed over any part of the assets or undertaking of the Defaulting Party and such appointment is not revoked within thirty (30) days from the date of such appointment or if any event analogous to any of the foregoing shall occur in any jurisdiction; or (c) if the Defaulting Party shall make a general assignment or any composition or arrangement with or for the benefit of its creditors or if a receiver and/or judicial manager, trustee, administrator or equivalent officer in any applicable jurisdiction is appointed in relation to the Defaulting Party or in relation to the whole or any material part of its properties or assets.

Defaulting Party. For such time as the Event of Default is continuing: (a) the Defaulting Party shall not be entitled to exercise any vote in connection with its Shares or give or withhold any consent or other approval contemplated by this agreement; (b) any Director appointed by the Defaulting Party shall not be entitled to exercise any vote at a meeting of the Board and, for the avoidance of doubt, any of the matters or transactions subject to clause 5 may be undertaken without the need to obtain the approval of any such Director.

Defaulting Party. Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the General Assembly to terminate its participation in the consortium.

Defaulting Party. The Management Board is further entitled to terminate a Party’s participation to the Consortium in the event that it identifies a breach by a Party of its obligations under this ICA or the Grant Agreement (e.g. improper implementation of the project). The Research Leader or, if the Research Leader is in breach of its obligations, the Party appointed by the Management Board, will give written notice to such Party requiring that such breach will be remedied within 30 (thirty) calendar days from the date of receipt of the written notice by the Party. If such breach is substantial and is not remedied within that period or is not capable of remedy, the Project may decide to declare the Party to be a Defaulting Party and to decide on the consequences thereof, which may include termination of its participation. A Party that is declared a Defaulting Party shall bear all actual and reasonable costs incurred by the other Parties under the Project as a result of the Defaulting Party’s breach of obligations, provided that the reimbursement of such cost towards the other Parties collectively shall be limited to once the Party’s share of the total costs of the Project. Any excess amount shall be apportioned to the remaining Parties pro rata to their share in the total costs of the Project as identified in the Budget. The Management Board is further entitled to recover any payments already paid to the Defaulting Party until the effective date of the declaration of the Party as a Defaulting Party.

Defaulting Party. Termination of this Agreement by the Non-Defaulting Party shall not constitute a waiver of any other rights or remedies with respect to obligations of the parties prior to such termination or rights of PFPC to be reimbursed for all of its out-of-pocket expenses and its normal monthly fees or other obligations due it. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

Defaulting Party. A Party to this Agreement that has caused or precipitated an Event of Default or an Early Termination of this Agreement.

Defaulting Party. For the purposes of implementing the provisions contained in this Agreement, the “Defaulting Party” shall be (i) in the case of an Event of Default referenced in Section 6.2.1 , the Party whose action or inaction, or whose Primary Affiliate’s action or inaction, caused or resulted in the breach; and (ii) in the case of an Event of Default referenced in Section 6.2.2, 6.2.3 or 6.2.4, the Party who, or whose Primary Affiliate, is the subject of such court decree or order, has instituted such proceedings or filed such petitions, or is insolvent, etc. The “Non-Defaulting Party” is the Party that is not the Defaulting Party.

Defaulting Party. Access Rigts granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Steering Committee to terminate its participation in the Partnership.

Defaulting Party. “Defaulting Party” has the meaning set forth in Section 10.1.