Licensee Event of Default Sample Clauses

A Licensee Event of Default clause defines the specific circumstances under which the licensee is considered to have breached or failed to fulfill their obligations under the agreement. Typically, this includes situations such as non-payment of fees, unauthorized use of licensed materials, or failure to comply with key contractual terms. When such an event occurs, it usually triggers certain rights for the licensor, such as the ability to terminate the agreement or seek remedies. The core function of this clause is to clearly outline what constitutes a serious breach by the licensee, thereby providing a structured process for addressing significant failures and protecting the licensor’s interests.
Licensee Event of Default. Any of the following events shall constitute an Event of Default by the Licensee ("Licensee Event of Default"): a. The Licensee has failed to achieve any Development Milestone and/or obtain Completion Certificate as per Article 2.8 or obtain Applicable Permits; b. The Licensee has failed to pay the annual License Fee or any other charges payable hereunder; c. The Licensee has failed to comply with the Applicable Laws / Applicable Permits, or any rules and such failure has resulted in a Material Breach of the Agreement; d. The Licensee has failed to implement the Project in accordance with the provisions of this Agreement and such failure, in the reasonable estimation of the Authority, is likely to delay achieving Scheduled Project Completion Date; e. The Licensee’s failure to perform or discharge any of its obligations under this Agreement, which has or is likely to have a Material Adverse Effect; f. The Licensee has failed to make any payments due to the Authority and more than 60 (Sixty) Business Days have elapsed since such payment became due; g. The Licensee is in breach of any of its obligations under this Agreement and the same has not been remedied within the time specified by the Authority, if no such time is defined then not more than 60 days; h. Any representation made or warranties given by the Licensee under this Agreement are found to be false or misleading; i. A resolution has been passed by the shareholders of the Licensee for voluntary winding up of the Licensee; j. Any petition for winding up of the Licensee has been admitted and liquidator or provisional liquidator has been appointed or the Licensee has been ordered to be wound up by court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of the Authority, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Licensee under this Agreement; k. The Licensee has abandoned the Project and/or the Licensed land for the consecutive period of 6 (six) months; l. The Licensee transfers the Licensed Land except in the manner stipulated under this Agreement; m. The Licensee has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement; n. The Licensee fails to cure or remedy any defect/deficiency in relation to the Project / Licensed Land within such time in the manner set out here...
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Licensee Event of Default. Licensee shall be in default under this Agreement upon the occurrence of any of the following (“Licensee Event of Default”):
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Licensee Event of Default. Any of the following events shall constitute an Event of default by the licensee (“licensee Event of Default”) unless such event has occurred as a result of one or more reasons set out in Article 5.12: (i) The licensee has failed to make any payments due to EDMC and more than 30 days have elapsed since such payment default; (ii) The licensee is in Material Breach of any of its obligations under this Agreement and the same has not been remedied for more than 30 days: (iii) A resolution for voluntary winding up has been passed by the
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Licensee Event of Default. Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Licensee fails to cure the default within a Cure Period of [60 (sixty)] days, the Licensee shall be deemed to be in default of the Agreement (the “Licensee Event of Default” or “Licensee Default”), unless the default has occurred as a result of any breach of this Agreement by the Authority or due to Force Majeure. The defaults referred to herein shall include the following: (i) the Performance Security has been encashed and appropriated in accordance with Section
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Licensee Event of Default. The Licensee Event of Default means any of the following events unless such an event has occurred as a consequence of the Authority’s Event of Default or a Force Majeure Event:
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Licensee Event of Default. Each of the following event or circumstance, to the extent not caused by a default of the Licensor or Force Majeure shall be considered for the purposes of this Agreement as events of default of the Licensee ("Licensee Even of Default") which shall provide the Licensor the right to terminate this Agreement in accordance with Article 12: 11.2.1 The Licensee does not make full payment of all amounts due and payable to the Licensor, within thirty (30) days of Licensor delivering a written notice of amount due, provided Licensor has not received a written notice from Licensee, acting reasonably, disputing such amounts prior to the due date and then payment shall be made only on such amounts not in dispute. 11.2.2 The Licensee utilizes the Licensed Know-How contrary to terms of this Agreement. 11.2.3 The Licensee carries out any technical changes to the Licensed Product without Licensor's prior written agreement, except for improvements to the Licensed Product in accordance with this Agreement and the processes necessary for safe and efficient performance, assembly installation and operations & maintenance in terms of the technology Transfer Document provided in Annex 2. 11.2.4 The Licensee is ordered to be wound up or otherwise dissolved by a court; files a petition for voluntary winding up or dissolution; or in the event of a levy of an execution or restraint on substantially all of the Licensee's assets.
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Licensee Event of Default. Each of the following events shall constitute a Licensee Event of Default under this Agreement:
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Related to Licensee Event of Default

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."

  • No Event of Default No Default or Event of Default has occurred and is continuing.

  • Event of Default (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”): (i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due; (ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency; (iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter)); (iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document; (v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach); (vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days; (vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days; (viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11); (x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period; (xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; (xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement; (xiii) intentionally omitted; (xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender; (xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof; (xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question; (xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components; (xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days; (xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; (xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or (xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur. (b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

  • Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.

  • Waiver of Event of Default The Majority Certificateholders may, on behalf of all Certificateholders, by notice in writing to the Trustee, direct the Trustee to waive any events permitting removal of any Master Servicer under this Agreement, provided, however, that the Majority Certificateholders may not waive an event that results in a failure to make any required distribution on a Certificate without the consent of the Holder of such Certificate. Upon any waiver of an Event of Default, such event shall cease to exist and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agency.