DMB Performance Default Clause Samples

DMB Performance Default. In the event of a DMB Performance Default, UPK may remove DMB as the Managing Member by written notice given to DMB within 30 days after the Default is determined, and after removal of DMB as Managing Member UPK may elect by written notice given to DMB within the 120 days after the receipt by UPK of the Decision establishing the Performance Default to either: (i) at UPK's option to bring in a new investor ("Investor") as a Member and/or Managing Member or thereafter to fund all Additional Capital Contributions which would have been made by DMB, and to remove the DMB Representative from the Executive Committee and, if applicable, appoint a Representative selected by the Investor in his place, in which case the obligation of DMB to fund Additional Capital Contributions will cease six months after the Default by DMB is determined. In such event, DMB shall only be entitled to recover from Net Cash Flow, or from proceeds of a liquidation under Section 9.2(d)(ii), its Unreturned Optional Capital Contributions as specified under Section 3.1(a), and its Unreturned Capital Contributions under Section 3.1(b) but in the case of Section 3.1(b) only pari passu with UPK and the Investor, and DMB shall not be entitled to share in any other distributions under Section 3.1 or in any profits or losses of the Company and DMB shall not have a vote on any matter except as provided in Section 5.9 or which is a Material Post Default Change; or (ii) continue without bringing in an Investor, in which case the Representative of DMB shall continue on the Executive Committee with a vote (except with respect to a replacement Managing Member), DMB shall continue to fund Additional Capital Contributions as required and to receive distributions and profits and losses as provided in this Agreement with the exception that DMB shall not be entitled to any Preference Amount and thus distributions under Section 3.1(c) and (d) shall be eliminated from the Agreement.
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Related to DMB Performance Default

  • Performance Deficiencies If the City or the Quality Control Manager determine in their reasonable belief that any of the Infrastructure Improvements are not being constructed in accordance with the Infrastructure Improvement Plans or this Agreement in any material respect, they shall immediately notify RCP and Bliss Sports II in writing stating the alleged deficiency and the City, the Quality Control Manager, the Architect, RCP and Bliss Sports II will meet within seven (7) days of the giving of such notice to discuss whether the Infrastructure Improvements are not being constructed in accordance with the Infrastructure Improvement Plans or this Agreement in any material respect and, if the City, RCP and Architect agree that they are not, then RCP shall cause Bliss Sports II to correct such deficiencies. The failure by the City to provide any notice of any observed deficiency shall not give rise to any liability to the City and shall not be considered a waiver of any right of the City under this Agreement, including, without limitation, the enforcement of the representations and warranties of Bliss Sports II under this Agreement and any warranties that may be made to the City by any Contracting Parties under the Infrastructure Construction Contract Documents with respect to the completion of the Infrastructure Improvements in accordance with the Infrastructure Improvement Plans and the Project Timeline.

  • Performance Default and Remedies Subsection B. DEFAULT AND REMEDIES, second paragraph of the Contract is modified as follows (underlined language is added and stricken language is deleted): “Written notice of default and a reasonable 30-day opportunity to cure must be issued by the party claiming default.”

  • Performance Delay Time is of the essence in the Vendor’s performance of this Agreement. If at any time it appears to Vendor that it may not meet any of the performance schedules or the scheduled completion date of the services to be performed for any reason, including labor disputes, Vendor shall immediately by verbal means (to be confirmed in writing) notify Customer of the reasons for and the estimated duration of such delay. If requested by Customer, Vendor shall make every effort to avoid or minimize the delay to the maximum extent possible including the expenditure of premium time. Any additional cost caused by these requirements of Customer shall be borne by Vendor, unless the delay in performance arises out of causes beyond the control and without the fault or negligence of Vendor or its subcontractors within the meaning of the Cancellation- Default clause herein. The foregoing requirements are in addition to any of Customer’s other rights and remedies as may be provided by law or this Agreement.

  • Continuing Performance In the event of a dispute, the Owner and the Developer agree to continue their respective performance hereunder to the extent feasible in light of the dispute, including paying ▇▇▇▇▇▇▇▇, and such continuation of efforts and payment of ▇▇▇▇▇▇▇▇ shall not be construed as a waiver of any legal right.

  • Performance; No Default The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.