Member Default Clause Samples

Member Default. The right for you to remain in possession of the Home is conditioned on your timely and full performance of each of the obligations under this Agreement and applicable law. 1. The occurrence of any of the following shall constitute a material breach of this Agreement and a "Default" by you: 1. Failure to pay the Fees or any other amount charged, including the late payment fees, within five (5) business days after written notice to you of such late payment; or 2. You abandon or vacate the Home; or 3. You neglect or fail to perform or observe any other covenant herein contained on your part to be performed or observed and you fail to remedy the same within 7 days after written notice to you (such notice specifying the neglect or failure), or if such failure is of such a nature that you cannot reasonably remedy the same within such 7 day period, you shall fail to commence promptly (and in any event within such 7 day period) to remedy the same and to prosecute such remedy to completion with diligence and continuity; or 4. Your actions or the actions of any Permitted Guest or any of yours or their guests at the Home or on the related property may be considered (i) a threat to the safety or welfare of others, and/or (ii) a violation of the law; or 5. Your failure to perform timely and subject to any cure periods any other material provision of this Agreement; or 6. You violate the Terms of Service, or any other agreement between you and 7. Your actions or the actions of any Permitted Guest or any of yours or their guests at the Home violate any of the rules, regulations, or requirements of the apartment complex or related property where the Home is located; or 8. You or any Permitted Guest supply any false or misleading information to us; or 9. If you fail to completely vacate the Home when required and, in the condition required, you will be liable for all resulting losses suffered by MANAGER including but not limited to, future resident losses, lost license fees, legal costs and other expenses; or 10. You shall make a filing of a voluntary petition by you, or the entry of an order for relief against you, under Chapter 7 or 13 of Title 11 of the United States Code. 2. Then, in any such case we may terminate this Agreement by delivering any written notice, in accordance with applicable law, and we may recover from you all damages incurred as a result of the Default, including the cost of recovering possession of the Home, Fees due up through the date you vacate ...

Member Default. In addition, in the event a Contributing Member elects not to fund the Default Amount as a Member Loan, the Default Amount shall bear interest at the same rate that would apply in the case of a Member Loan until paid, and the Company shall withhold and offset any Distributions that would otherwise be made to the Defaulting Member against the Default Amounts and accrued interest thereon, until the Default Amount plus all accrued and unpaid interest thereon has been paid. The failure of Campus Crest or HSRE to fund its required share of any Required Amount, in full, by the required Due Date shall constitute a Campus Crest Triggering Event or HSRE Triggering Event, respectively, as provided in Section 6.1(a) and Section 6.3(a), respectively, unless such default is cured within the time periods provided therein, and shall be subject to the remedies set forth in Article 6.

Member Default. Any act or omission by a Member or failure by the Member to perform any relevant obligation set out in the Services Contract or otherwise required to provide the Services. The fee payable to the Payments Services Provider selected by Traktion Technologies for processing payments made through the Community Platform (except for British pound bank transfers which shall be free of charge) which shall be subject to a minimum charge of 50p and in respect of Stripe or PayPal payment processing fees, and credit/debit cards. Traktion Technologies does not charge for bank to bank transfers. Any costs associated with the transfer of funds through third party processing providers must be accounted for and added on top of the overall cost. We only accept payments in British pounds and any payments made from overseas must take this into consideration. Therefore the amount received for the invoice must be the full amount in British Pounds as stated on the invoice.

Member Default. (a) An Event of Default shall exist with respect to a Member if such Member shall: (i) fail to make any monetary payment required under this Agreement or the JV Agreement, including (A) the Initial Capital Contributions, (B) the OpEx Allocation, (C) except as set forth in Section 6.1(e) of the JV Agreement, the Baseline CapEx Allocation, (D) except as set forth in Section 6.1(e) of the JV Agreement, the Special CapEx Allocation, (E) any expenses due or owed by such Recipient pursuant to Section 5.3 or (F) any Direct Charges to the applicable third parties, in each case on or before the due date recited herein and such failure continues for five (5) Business Days after written notice from Service Provider specifying such failure, but only to the extent that such failure causes a liability or obligation on the part of Service Provider; or (ii) fail to perform or materially comply with any of the other covenants, agreements, terms or conditions contained in this Agreement applicable to such Member and such failure shall continue for a period of thirty (30) days after written notice thereof from Service Provider to such Member specifying in reasonable detail the nature of such failure, or, in the case such failure is of a nature that it cannot, with due diligence and good faith, be cured within thirty (30) days, if such Member fails to proceed promptly and with all due diligence and in good faith to cure the same and thereafter to prosecute the curing of such failure to completion with all due diligence within ninety (90) days thereafter. (b) If an Event of Default exists with respect to a Member pursuant to Section 14.4(a)(i)(A), or this Agreement is rejected by any Member in connection with any bankruptcy proceeding, such Member will lose (i) all governance rights applicable to such Member or such Member’s representative on the Steering Committee, provided for herein and pursuant to the JV Agreement, and (ii) all rights as a Recipient to receive the Enterprise Services; provided, that, for the avoidance of doubt, subject to Sections 15.2 and 15.7, such Member shall not lose any rights to which it is entitled as a Licensee hereunder. (c) If an Event of Default exists with respect to a Member pursuant to Section 14.4(a)(i)(B), such Member will lose all rights as a Recipient to receive the Enterprise Services; provided, that, for the avoidance of doubt, subject to Sections 15.2 and 15.7, such Member shall not lose any rights to which it is entitled as a License...

Member Default. In the event that: • You or any of your employees and/or associated persons breach or fail to timely perform any of your or their material obligations under this Agreement or the Rules, or otherwise in respect of any Contract; • You fail to deposit or maintain any required collateral or fail to make any other payment required with respect to any Contract; • Any representation made by you hereunder including all documents incorporated by reference is not or ceases to be accurate and complete in any material respect; • A case in bankruptcy is commenced or a proceeding under any insolvency or other law for the protection of creditors or for the appointment of a receiver, trustee or similar officer is filed by or against you; • Any warrant or order of attachment is issued against any of your accounts or a judgment is levied against any such account; • You fail to provide adequate assurances acceptable to Nadex after Nadex has requested that such assurances be provided within a reasonable period of time under the circumstances, whenever Nadex considers such assurances necessary for the protection of Nadex, its Members and/or the Market; then Nadex shall have the right, without limitation, to: • Close out any or all open Contracts; • Cancel any of your or your customers’ outstanding orders; • Treat any and all of your obligations to Nadex as immediately due and owing; • Set-off any Nadex obligation to you against any of your obligations to Nadex; • Require that you liquidate any collateral held in your account on your behalf to satisfy your obligations to Nadex; • Terminate any or all of Nadex’s obligations for future performance with respect to your trading account; • Terminate your access to Nadex; and/or • Proceed with any other appropriate action in accordance with the Rules. Nadex shall make reasonable efforts to inform you that it will take or has taken any of the aforementioned actions.

Member Default. If this transaction fails to close as a result of Member's default in the performance of any of Member's obligations in this Agreement, the parties acknowledge that such default could result in permanent and irreparable harm to the Company which may not be compensable by monetary damages, and as a result, the Company shall have the right to pursue specific performance and all other available equitable remedies on account of such default. Should specific performance or other remedies be unavailable or should the Company otherwise determine that it is in its best interests to seek damages, the Company may elect to terminate this Agreement and/or pursue any other available remedies.

Member Default. In the event that: • You or any of your employees and/or associated persons breach or fail to timely perform any of your or their material obligations under this Agreement or the Rules, or otherwise in respect of any Contract; North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC. ▇▇▇▇▇▇.▇▇▇ | Derivatives North America FCM Agreement, September 2022 • You fail to deposit or maintain any required collateral or fail to make any other payment required with respect to any Contract; • Any representation made by you hereunder including all documents incorporated by reference is not or ceases to be accurate and complete in any material respect; • A case in bankruptcy is commenced or a proceeding under any insolvency or other law for the protection of creditors or for the appointment of a receiver, trustee or similar officer is filed by or against you; • Any warrant or order of attachment is issued against any of your accounts or a judgment is levied against any such account; • You fail to provide adequate assurances acceptable to ▇▇▇▇▇▇.▇▇▇ | Derivatives North America after ▇▇▇▇▇▇.▇▇▇ | Derivatives North America has requested that such assurances be provided within a reasonable period of time under the circumstances, whenever ▇▇▇▇▇▇.▇▇▇ | Derivatives North America considers such assurances necessary for the protection of ▇▇▇▇▇▇.▇▇▇ | Derivatives North America, its Members and/or the Market; then ▇▇▇▇▇▇.▇▇▇ | Derivatives North America shall have the right, without limitation, to • Close out any or all open Contracts; • Cancel any of your or your customers’ outstanding orders; • Treat any and all of your obligations to ▇▇▇▇▇▇.▇▇▇ | Derivatives North America as immediately due and owing; • Set-off any ▇▇▇▇▇▇.▇▇▇ | Derivatives North America obligation to you against any of your obligations to ▇▇▇▇▇▇.▇▇▇ | Derivatives North America; • Require that you liquidate any collateral held in your account on your behalf to satisfy your obligations to ▇▇▇▇▇▇.▇▇▇ | Derivatives North America; • Terminate any or all of ▇▇▇▇▇▇.▇▇▇ | Derivatives North America’s obligations for future performance with respect to your trading account; • Terminate your access to ▇▇▇▇▇▇.▇▇▇ | Derivatives North America; and/or • Proceed with any other appropriate action in accordance with the Rules. ▇▇▇▇▇▇.▇▇▇ | Derivatives North America shall make reasonable efforts to inform you that it will take or has taken any of the aforementioned actions.

Member Default. (a) If an Island Member Default occurs, then provided NSAM Member complies with Section 5.8, NSAM Member may (but shall not be obligated to) exercise any or all of the following rights from time to time (provided Island Member acknowledges the following rights and remedies are cumulative and may be enforced by NSAM Member separately from time to time or together at the same time in such manner as NSAM Member determines, and no delay in the exercise of such rights shall be deemed a waiver thereof or of any other right): (i) Any members of the Major Decision Committee appointed by Island Member (including Principal), any Officers appointed by Island Member and all other Island Designees shall be deemed immediately removed from their respective positions (provided that if requested by NSAM Member, any or all of the Officers appointed by Island Member shall remain in their designated positions for a reasonable transition period). (ii) Island Member shall be deemed immediately removed as the Managing Member, and Island Member shall have no further right to act as the Managing Member or to appoint any members of the Major Decision Committee, any Officers of the Company or any Subsidiary and/or any other Island Designee. (iii) NSAM Member shall have the right to appoint a replacement Managing Member, and any reasonable out-of-pocket fees, costs and expenses incurred by NSAM Member in connection with the making of such appointment shall be charged to the Company as expenses of the Company. (iv) The members of the Major Decision Committee appointed by NSAM Member shall have the sole right and authority to (A) control all matters, decisions, and things under this Agreement or with respect to the Company or any Subsidiary of the Company (including Major Decisions), (B) take any action on behalf of the Company and any Subsidiary of the Company, and (C) cause the Company and any Subsidiary of the Company to take any action (other than an action that this Agreement expressly states requires the approval of the Island Member (in its capacity as member and not in its capacity as Managing Member or as a party with the right to appoint members to the Major Decisions Committee) or of all of the Members generally (in their capacity as members and not in their capacity as the parties who have the right to appoint members of the Major Decisions Committee)). (v) Any distributions to which Island Member is entitled to receive shall be deemed distributed to Island Member and paid ...

Member Default