Common use of Failure to Comply with Obligations Clause in Contracts

Failure to Comply with Obligations. If a Member fails to comply with any of its obligations pursuant to this Section 7.5 (the “Non-Performing Member”), the other Member performing its obligations pursuant to this Section 7.5 (the “Performing Member”) shall be entitled to enforce the obligations of the Non-Performing Member by suit for specific performance and have such other remedies as may be available at law or in equity. In addition to all other rights and remedies, if the Non-Performing Member is obligated to purchase the Membership Interest of the Performing Member, the Performing Member shall have the right and option to purchase the Membership Interest of the Non-Performing Member for an amount equal to 75% of the amount which the Non-Performing Member would have received if the Performing Member had been the purchasing Member under the buy-sell procedures set forth in this Section 7.5, and the obligation of the Non-Performing Member to convey its Membership Interest for such purchase price shall be specifically enforceable. If the Non-Performing Member is required to convey its Membership Interest to the Performing Member in accordance with this Section 7.5(g), both Members agree that the 25% reduction in the purchase price for the Non-Performing Member’s Membership Interest constitutes liquidated damages to the Performing Member, that the amount of such reduction is a reasonable estimate of the damages which the Performing Member would incur as a result of the default of the Non- Performing Member, and that the amount of those damages would be difficult or impossible to calculate precisely. In any proceeding brought to enforce the provisions of this Section 7.5, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorney’s fees.