Default by VENDOR Sample Clauses
POPULAR SAMPLE Copied 8 times
Default by VENDOR. 6.1 It is also further agreed between the parties hereto that if the Vendor fail to comply with their obligations under this Agreement to complete the sale herein, breach a material term and/or condition of this Agreement and/or is wound up or there is a winding up proceeding against the Vendor, the Purchaser shall be entitled to specific performance of this Agreement and all other remedies available to them wherein all costs and expenses incurred by the Purchaser (including but not limited to the solicitors cost on solicitors and client basis) in connection therein shall be paid and borne by the Vendor. Alternatively the Purchaser shall be entitled to terminate this Agreement whereupon the Purchase Price satisfied by Purchaser and/or on behalf of the Purchaser herein under this Agreement to the Vendor shall be refunded free of interest and the Vendor shall in addition pay to the Purchaser a sum amounting to the Agreed LAD as agreed liquidated damages for the Vendor’s breach within fourteen (14) days from the date of receipt by the Vendor of the notice of termination failing which interest at the rate of eight per centum (8%) per annum on daily rests shall be paid on the aforesaid Purchase Price to be refunded from the expiry of the due date to the date of actual payment and in exchange of such refund. Upon receipt by the Purchaser of the Refund and Agreed LAD in full the Purchaser shall at their own cost and expense: -
(i) withdraw all caveats lodged by or on behalf of the Purchaser; and
(ii) return to the Vendor’s Solicitors all the documents provided by the Vendor under this Agreement with the Vendor’s interest intact (save in the event that the stamp duty has been paid on the Memorandum of Transfer, the Memorandum of Transfer shall be retained by the Purchaser’s Solicitors to obtain a refund of stamp duty), whereupon this Agreement shall terminate and be of no further effect and neither parties hereto shall have any claim against the other and thereafter the Vendor shall be at liberty to deal the Property in such manner as the Vendor shall think fit.
Default by VENDOR. If the Vendor shall, otherwise than by reason of the default of the Purchaser, fail to complete the sale of the Sale Share, to the Purchaser hereunder on the Completion Date, the Vendor shall forthwith (in addition and without prejudice to any other rights or remedies available to the Purchaser) return to the Purchaser, the deposit and all or any part of the Consideration paid by the Purchaser pursuant to Clause 3. The provisions hereof shall not preclude the Purchaser from obtaining an order for specific performance and/or damages in lieu of or in addition to the remedies provided herein.
Default by VENDOR. Without prejudice to clause 9, if the Vendor has not fully complied with the provisions of clauses 5 or 6 on Completion, the Purchaser may (in addition to and without prejudice to all other rights or remedies available to the Purchaser under this Agreement or otherwise) at the Purchaser's option:
Default by VENDOR. Each of the following shall constitute an Event of Default on the part of VENDOR:
a. A material failure to keep, observe, perform, meet, or comply with any covenant, term, or provision hereof, which failure continues for a period of twenty (20) days after receipt of VENDOR of written notification thereof;
b. (1) Admit in writing its inability to pay its debts; (2) make a general assignment for the benefit of creditors; (3) suffer a decree or order appointing a receiver or trustee for it or substantially all of its property, and, if entered without its consent, same is not stayed or discharged within sixty (60) days of such decree or order, (4) suffer filing under any law relating to bankruptcy, insolvency, or the reorganization for relief of debtors by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) days of such filing; or (5) suffer any judgment, writ of attachment or execution, or any similar process issued or levied against a substantial part of its property that is not released, stayed, bonded, or vacated within sixty (60) days after such issuance or levy; and
c. The discovery by DEPARTMENT that any statement, representation of warranty in this AGREEMENT is false, misleading, or erroneous in any material respect.
Default by VENDOR. The Purchaser may provide written notice to the Vendor if the Vendor:
(a) fails to deliver any goods or services to be provided hereunder in the manner and in strict compliance with the schedule specified in the Order; or
(b) defaults under the Order in any respect. If:
(c) the Vendor fails to remedy its failure or default within 3 days of receipt of such notice; or
(d) if the Vendor becomes insolvent, a receiver is appointed, or if the Vendor is petitioned or assigned into bankruptcy or otherwise seeks protection under bankruptcy laws, then without limiting the Purchaser’s other rights and remedies, the Purchaser may terminate the Order or any part of it and the Purchaser may purchase similar goods or services or both elsewhere, or secure the manufacture and delivery of goods or the performance of services by contract or otherwise, and the Vendor shall be liable to the Purchaser for all costs, expenses, losses and damage suffered or incurred by the Purchaser arising or resulting from the Vendor’s failure, default or insolvency. The Purchaser’s remedies hereunder are not exclusive, but are in addition to any other rights and remedies available to the Purchaser as provided by law or equity.
Default by VENDOR. Upon Vendor’s failure to perform, fulfill or observe any term or covenant contained in this License to be performed, fulfilled or observed by Vendor, Vendor will be deemed in default of this Vendor Agreement and the Vendor Eventeny account will be disconnected from the event.
Default by VENDOR. (a) The following events shall constitute events of default by Vendor:
(i) If Vendor, in any material respect: violates or breaches, or fails fully and completely to observe, keep, satisfy, perform or comply with any terms, covenants, conditions, requirements, provisions, duties and obligations under this Agreement other than the breaches described in clauses (ii), (iii) (iv), (v) and (vi) below, and does not cure or remedy such failure to perform within ten (10) days after receipt of written notice from SBCW with respect thereto (which notice shall describe with reasonable particularity such failure); provided, however, that if such failure to perform shall necessitate longer to cure than such ten (10) day period, and SBCW does not unreasonably object to an extension, then such cure period shall be extended for such period of time as is reasonably necessary to cure such failure to perform, provided, further, that Vendor commences such cure within ten (10) days after receipt of written notice from SBCW and thereafter proceeds diligently and in good faith to cure the default within thirty (30) days from the date of receipt of notice of such default;
(ii) If, (x) in any consecutive twelve (12) month period, SBCW becomes entitled to the Liquidated Damages pursuant to Section 11.01(b) in excess of $200,000 in respect of any BTS Sites or (y) SBCW becomes entitled to Liquidated Damages pursuant to Section 11.01(b) in the amount of $15,000 in respect of any BTS Site;
(iii) If any representation or warranty made by Vendor in this Agreement or the BTS Sublease was false or misleading in any material respect on the date as of which made (or deemed made);
(iv) if Vendor breaches the provisions of Section 5.01(a);
(v) if Vendor breaches the provisions of Section 5.02 hereof;
(vi) If (A) a trustee or receiver is appointed to take possession or control of all or substantially all of Vendor's assets, and such receiver or trustee shall fail, within sixty (60) days of appointment to affirm or assume this Agreement, to provide adequate assurance as to its ability to perform all of the terms and conditions of this Agreement as a receiver or trustee of Vendor, to cure all other events of default and to pay all damages incurred by SBCW as a result of all events of default; (B) Vendor shall commence any voluntary proceeding under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights; or (C) an "order for rel...
Default by VENDOR. Each of the following shall constitute an Event of Default on the part of VENDOR:
a. A material failure to keep, observe, perform, meet, or comply with any covenant, term, or provision hereof, which failure continues for a period of twenty (20) days after receipt of VENDOR of written notification thereof;
b. A failure to maintain TDSHS Licensure Rules in accordance with Sections 1.4 and 1.13 hereof;
c. (1) Admit in writing its inability to pay its debts; (2) make a general assignment for the benefit of creditors; (3) suffer a decree or order appointing a receiver or trustee for it or substantially all of its property, and, if entered without its consent, same is not stayed or discharged within sixty (60) days of such decree or order, (4) suffer filing under any law relating to bankruptcy, insolvency, or the reorganization for relief of debtors by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) days of such filing; or (5) suffer any judgment, writ of attachment or execution, or any similar process issued or levied against a substantial part of its property that is not released, stayed, bonded, or vacated within sixty (60) days after such issuance or levy; and
Default by VENDOR. Vendor has specifically induced Nasdaq to enter into this Agreement based on the representations and undertakings of Vendor contained herein. Strict compliance with the provisions of this Agreement is and shall be a condition precedent to Vendor's right hereunder to continue to receive the Information. Vendor expressly acknowledges and agrees that Nasdaq shall have the rights set forth in Article IX if Nasdaq shall determine that Vendor is in default of any part of this Agreement.
Default by VENDOR. The following events shall constitute events of default by Vendor which give School District the right to receive for its own and sole use only, a single copy of the Escrow Materials from the Escrow Agent pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”):
(a) Vendor breaches its warranty in Section 6 Warranties and Remedies (“Performance”) of the License Agreement or fails to meet its maintenance or support commitments as set forth in Exhibit [designation of Exhibit A] (“Vendor Maintenance and Support Services”) to the License Agreement for a period of fifteen (15) days, or Vendor notifies School District at any time subsequent to [date] of its election to discontinue such support;
(b) Vendor becomes insolvent, or files or has filed against it any proceeding in bankruptcy or for reorganization under any federal bankruptcy law or similar state law, or has any receiver appointed for all or a substantial part of Vendor's assets or business, or makes any assignment for the benefit of its creditors, or enters into any other proceeding for debt relief;
(c) Vendor ceases to do business or institutes any proceedings for the liquidation or winding up of its business or for the termination of its corporate charter;
(d) Vendor or Vendor's business is acquired by a competitor of School District.