Customer Defaults Clause Samples
The Customer Defaults clause defines the circumstances under which a customer is considered to be in breach of their contractual obligations. Typically, this clause outlines specific actions or failures—such as non-payment, failure to provide required information, or violation of agreed terms—that constitute a default. When triggered, it often allows the service provider to take remedial actions, such as suspending services or terminating the agreement. Its core function is to clearly establish what constitutes unacceptable customer behavior and to provide a structured response, thereby protecting the provider from ongoing risk or loss due to customer non-compliance.
Customer Defaults. 11.1 Without affecting any other right or remedy available to it, the Company shall be entitled at any time after becoming aware of any event of default (as specified in clause 11.2) to do any one or more of the following:
11.1.1 to give a BREACH NOTICE to the Customer notifying the Customer of the event of default and some of the possible consequences if such event of default is not remedied to the satisfaction of the Company (provided, however, that the Company shall not be obliged to issue any such BREACH NOTICE before carrying out any of the actions set out in this clause 11);
11.1.2 to give notice effective immediately to suspend any further deliveries of Goods under this Contract or any other contract with the Customer (including, for the avoidance of doubt, suspending or restricting access to any software services provided as part of the Goods), and/or to require payment in advance of any further delivery of the Goods;
11.1.3 where any payment due by the Customer is overdue by at least 30 days, to give notice effective immediately to terminate this Contract, and/or recover the Goods delivered (if applicable);
11.1.4 to ascribe any payment made by the Customer under this Contract or any other contract with the Customer to any particular part or parts of the Goods, as the Company may think fit;
11.2 The Customer failing to pay for the Goods supplied by the due date set by the terms of this Contract (or as stated on the invoice as the case may be).shall constitute an event of default.
Customer Defaults. (a) The following shall constitute Customer Defaults:
(i) The Customer shall default in the payment or performance of any obligation contained in the Senior Credit Agreement, as the same may be amended from time to time, and such default shall continue beyond any applicable grace period, whether or not such default is waived.
(ii) The Customer shall default in the payment or performance of any obligation contained in this Agreement, including default in the payment of any sums due pursuant to the Guaranty continuing for five Business Days following demand by Bank.
(b) Upon the occurrence of a Customer Default, all Obligations shall become immediately due and payable, and the liability of the Customer pursuant to the Guaranty shall (unless Bank otherwise elects) become immediately due and payable without demand, presentment or notice.
Customer Defaults. The occurrence at any time with respect to the Customer of any of the following events constitutes a Customer Default:
(a) failure by the Customer to make, within twenty five (25) days after the Due Date, any payment stated herein, to be due from it hereunder (each, a "Payment Default"); provided, however, that failure to make a payment which results from the Customer's right of abatement pursuant to Section 6.1 hereof shall not be a Payment Default;
(b) except as otherwise excused pursuant to Section 7.1 hereof, failure, other than a Payment Default, by the Customer to comply with or perform any agreement or obligation to be complied with or performed exclusively by the Customer in accordance with this Agreement, which failure is not the result of actions or omissions by the Supplier, or Music, if such failure is not remedied on or before the 30th day after notice of such failure is given to the Customer and Music by the Supplier, provided if such default is of such a nature that it cannot reasonably and with due diligence be cured within such thirty (30) day period and the Customer commences to cure such default within such thirty (30) day period and thereafter diligently and without interruption or delay completes the cure of such default within a reasonable period of time, but in no event to exceed one hundred eighty (180) days, it will not constitute a Customer Default.
Customer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Customer hereunder (a “Customer Event of Default”):
(a) Customer fails to pay to Supplier any payment required under this First Restated Agreement which is not in dispute, and such failure continues for [ ] after receipt of written notice of such failure;
(b) Any representation or warranty of Customer contained in this First Restated Agreement shall prove to be false or misleading at the time such representation or warranty is made and has an adverse effect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and adverse effect continues uncured for [ ] after receipt of written notice from Supplier;
(c) Any assignment by Customer not in conformity with Section 25.5, that is not cured within thirty (30) days after receipt of written notice of such failure; or
(d) any proceeding or petition is brought or filed by or against Customer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief with respect to any present or future bankruptcy laws, and, in the event of a proceeding filed on an involuntary basis, such proceeding is not dismissed within [ ].
Customer Defaults. Any of the following events shall be deemed a “Customer Default” unless such breach occurs directly as a result of a breach by Transporter of its obligations under this Agreement:
(a) a breach by Customer of any of its payment obligations under this Agreement or the Tariff which is not cured within fifteen (15) days after written notice of such breach is received by Customer; or SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
(b) a breach by Customer of this Agreement, the Tariff or the Rules Tariff, other than that described in Section 14.1(a), which is not cured within thirty (30) days after written notice of such breach is received by Customer.
Customer Defaults. If a Customer defaults in the performance of any obligation (including payment) under the Contract or becomes Insolvent (in either case a "Customer Default"), Vendors shall (at the expense of Newcourt) assist Newcourt in pursuing the rights and remedies of lessor under the Contract and otherwise at law (including in proceedings related to the collection and repossession of Property and to Customer Insolvency) and shall exercise their rights in respect of the Vehicles. the Contracts and under Related Agreements in any lawful manner Newcourt may reasonably request.
Customer Defaults. Failure by the AuthorityCharter Customer to pay for Potable Water as required by this Contract shall be an immediate default under this Contract. Failure by the AuthorityCharter Customer to perform any other obligation under this Contract and the continuation of that failure to perform for thirty (30) days after written notice from Authority to such AuthorityCharter Customer of such failure shall also be a default of the AuthorityCharter Customer under this Contract, unless any such failure is excused pursuant to Article 13 of this Contract. If the AuthorityCharter Customer defaults under this Contract, the Authority has the option of (a) proceeding in accordance with Section
Customer Defaults. The Company shall be entitled immediately on becoming aware of any Event of Default (as hereinafter defined) to rescind the Contract without notice, suspend any further production or deliveries under the Contract, require payment in advance of any delivery or recover the Goods delivered, without any liability to the Customer. Each of the following shall constitute an “Event of Default”: (a) the Customer ceases or threatens to cease, to carry on business;
(b) the Customer makes any voluntary arrangement with its creditors, becomes bankrupt or subject to an administration order, or goes into liquidation, or has a receiver appointed over any of its property or assets; (c) the Company reasonably considers that any of the above events may occur in relation to the Customer; and (d) the Customer fails to pay the price by the due date.
Customer Defaults. Customer will be in default upon the occurrence of any of the following events (each a “Customer Default”):
(a) any violation of its obligations set forth in the sections of Exhibit A entitled Exclusivity; section 4 (Security and Confidentiality); and section 7 (Intellectual Property);
(b) any failure to make a payment on any Account as set forth in the section of the Agreement entitled Billing and Payment);
(c) any default of any other agreement between Bank and any of Customer, a Participant, or Customer’s affiliates that has not been cured in the time specified in the applicable agreement;
(d) any default of any agreement between any of Bank’s affiliates and Customer or Customer’s affiliates for the provision of services similar to the Program;
(e) any of Customer’s representations or warranties made in the Agreement fail to be true and correct at any time during the Agreement;
(f) any violation of any other covenants, conditions, or provisions set forth in the Agreement;
(g) the filing of a bankruptcy or insolvency proceeding, the appointment of a receiver or trustee for benefit of creditors, or the entry into an arrangement with its creditors by Customer, a Participant or any guarantor of Customer’s obligations hereunder (a ”Guarantor”);
(h) Customer’s or Guarantor’s merger or amalgamation where it is not the surviving entity;
(i) Customer’s or Guarantor’s sale, or transfer of all or substantially all of its assets; or
(j) a Guarantor, if any, revokes its guaranty of Customer’s obligations.
Customer Defaults. The occurrence of any of the following shall be considered a “Customer Default”:
i. Customer’s action or inaction results in damage, modification, tampering, sunlight blockage, or other interference with the proper operation of the Site Equipment, to an extent that materially reduces its output of electricity, and such interference continues uncured for a period of 30 days following notice thereof;
ii. Customer materially breaches any obligation under this Agreement and such default continues un-remedied for a period of 30 days following written notice thereof; provided, that if such breach cannot be remedied within such 30 day period, and Customer diligently commences and prosecutes such cure, Customer shall be afforded an additional 60 days in which to cure such breach;
iii. Customer fails to pay any Energy Fee or any amount due under this Agreement by its Due Date, and such failure continues for a period of 30 days following notice thereof;
iv. Customer sells the Building or assigns this Agreement in violation of Section 1.K;
v. A Voluntary Bankruptcy Event with respect to Customer; or
vi. An Involuntary Bankruptcy Event with respect to Customer.