Common use of Default Remedies Clause in Contracts

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each If any of the following constitutes an event Liabilities are not paid at maturity, whether by acceleration or otherwise, or if a default by anyone occurs under the terms of “Default” any agreement related to any of the Liabilities, then the Agent shall have the rights and remedies provided by Sellerlaw or this agreement, including but not limited to the right to require the Debtor to assemble the Collateral and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties, the right to take possession of the Collateral with or without demand and with or without process of law, and the right to sell and dispose of it and distribute the proceeds according to law. Should a default occur, the Debtor will pay to the Agent all costs reasonably incurred by the Agent for the purpose of enforcing its rights hereunder, to the extent not prohibited by law, including, without limitation: (a) failure costs of foreclosure; costs of obtaining money damages; and a reasonable fee for the services of internal and outside attorneys employed or engaged by the Agent or its affiliates for any purpose related to complete Services this agreement, including, without limitation, consultation, drafting documents, sending notices or deliver Goods within instituting, prosecuting or defending litigation or any proceeding. The Debtor agrees that upon default the time Agent may dispose of any of the Collateral in its then present condition, that the Agent has no duty to repair or clean the Collateral prior to sale, and that the disposal of the Collateral in its present condition or without repair or clean-up shall not affect the commercial reasonableness of such sale or disposition. The Agent’s compliance with any applicable state or federal law requirements in connection with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions disposition of this Agreement including breach the Collateral will not adversely affect the commercial reasonableness of any warranty or guarantee; or (c) adjudication sale of Seller as bankruptthe Collateral. The Agent may disclaim warranties of title, Seller making a general assignment for benefit possession, quiet enjoyment, and the like, and the Debtor agrees that any such action shall not affect the commercial reasonableness of creditorsthe sale. In connection with the right of the Agent to take possession of the Collateral, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer the Agent may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any other items of Buyerproperty in or on the Collateral at the time of taking possession, and hold them for the Debtor without liability on the part of the Agent. The Debtor expressly agrees that the Agent may enter upon the premises where the Collateral is believed to be located without any obligation of payment to the Debtor, and that the Agent may, without cost, use any and all of the Debtor’s samples “equipment” (as defined in the UCC) in the manufacturing or processing of any “inventory” (as defined in the UCC) or in growing, raising, cultivating, caring for, harvesting, loading and materials held by Seller; transporting of any of the Collateral that constitutes “farm products” (iiias defined in the UCC). If there is any statutory requirement for notice, that requirement shall be met if the Agent sends notice to the Debtor at least ten (10) finish Services days prior to the date of sale, disposition or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectother event giving rise to the required notice, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will and such notice shall be deemed commercially reasonable. The Debtor is liable to Buyer for any additional costs or deficiency remaining after disposition of the Collateral. Notwithstanding anything to the contrary set forth in this agreement, the Agent’s rights to recover attorneys’ fees and other legal expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, hereunder is subject to the terms and provisions above. In addition to its other remediesCalifornia Civil Code Section 1717, Xxxxx will have a right including any revision or replacement of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss such statute or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationrule hereafter enacted.

Default Remedies. Each The Tenant shall, without any previous demand therefor, pay to the Landlord, or its agent, the said rent at the times and in the manner above provided. In the event of the following constitutes an event non-payment of “Default” said rent, or any installment thereof, at the times and in the manner above provided, and if the same shall remain in default for ten days after notice that same is past due or if the Tenant shall be dispossessed for non-payment of rent, or if the leased premises shall be deserted, the Landlord or its agents shall have the right to and may enter the said premises as the agent of the Tenant, either by Seller: (a) failure force or otherwise, without being liable for any prosecution or damages therefor, and may relet the premises as the agent of the Tenant, and receive the rent therefor, upon such terms as shall be satisfactory to complete Services the Landlord, and all rights of the Tenant to repossess the premises under this lease shall be forfeited. Such re-entry by the Landlord shall not operate to release the Tenant from any rent to be paid or deliver Goods within covenants to be performed hereunder during the time full term of this lease. For the purpose of reletting, the Landlord shall be authorized to make such repairs or with alterations in or to the quality specified leased premises as may be necessary to place the same in good order and condition. The Tenant shall be liable to the Landlord for the cost of such repairs or guaranteed alterations, and all expenses of such reletting. If the sum realized or to be realized from the reletting is insufficient to satisfy the monthly or term rent provided in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankruptlease, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, orLandlord, at its sole option option, may require the Tenant to pay such deficiency month by month. The Tenant shall not be entitled to any surplus accruing as a result of the reletting. The Landlord waives any lien, including without limitation, any statutory lien or right to distrain that may exist, on all personal property of the Tenant in or upon the demised premises, to secure payment of the rent and without liability performance of the covenants and conditions of this lease. The Landlord shall not have the right, as agent of the Tenant, to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any furniture, fixtures or other personal property of Buyer’s samples and materials held by Seller; (iii) finish Services the Tenant found in or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairabout the premises, or replace non-conforming Goods to sell the same at public or Services private sale or procure same or similar Goods or Services from another sourceotherwise to apply the proceeds thereof to the payment of any monies becoming due under this lease. The Tenant agrees to pay, in which case Seller will be liable to Buyer for any as additional costs or rent, all reasonable attorney’s fees and other expenses incurred by Buyer; or (v) require Seller to correct or cure the Landlord in enforcing any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationobligations under this lease.

Default Remedies. Each of the following constitutes will constitute an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; Agreement or (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition without prejudice to any other right or remedy it may have at law or in equity: (i1) terminate the relationship and/or with Seller or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet providedand/or a return of all amounts paid in advance for Services, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides furnishes satisfactory evidence that such Default has been cured; (ii2) take possession of any of Buyer’s samples and materials held by Seller; (iii3) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv4) reject, repair, repair or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v5) require Seller to correct or cure any non-non- conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In addition, Buyer reserves all other rights and remedies available to it at law or in equity, with the exception that pursuant to section 22(5) of the Limitations Act (Ontario), the parties agree that the limitation period provided for in the Limitations Act (Ontario) allowing proceedings based on claims made up to the fifteenth anniversary of the day on which the act or omission on which the claim is based took place is shortened and, for purposes of this Agreement, neither party may bring any claims of any nature against the other, whether based on contract, tort, strict liability or otherwise, more than six (6) years after delivery of Goods to Buyer. In any action or proceeding between the parties, the prevailing party will be entitled to recover all of its reasonable attorneys’ feesfees on a solicitor-client basis, expenses, expenses and other costs of litigation.

Default Remedies. Each The occurrence of any Event of Default (as defined in the following constitutes an event of “Default” by Seller: (aNote Purchase Agreement) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) Grantor's failure to comply with any provisions term or condition of the Loan Documents, including without limitation, this Deed of Trust and payments due under the Note Purchase Agreement or other obligations secured by this Deed of Trust, shall constitute an Event of Default. Upon the occurrence of an Event of Default Beneficiary may declare all amounts owed under the Secured Obligations, and all accrued and unpaid interest and other sums in respect thereof, immediately due and payable after applicable notice as set forth herein and/or exercise its rights and remedies under the Loan Documents and applicable law including foreclosure of this Agreement including breach Deed of Trust judicially or non judicially by the Trustee pursuant to the power of sale. In the event of any warranty such Event of Default and upon written request of Beneficiary, Trustee shall sell the Property in accordance with the Deed of Trust Act of the state of Washington (RCW Chapter 61.24 as existing now or guaranteehereafter amended) and the Uniform Commercial Code of the state of Washington, where applicable, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (i) to the expenses of sale, including a reasonable Trustee's fee and attorneys' fee; (ii) to all the Secured Obligations (principal and interest) and all other indebtedness secured by this Deed of Trust or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediatelyany other instrument, in addition such order and amounts as Beneficiary may elect; (iii) the surplus, if any, shall be distributed in accordance with said Deed of Trust Act. Trustee shall deliver to any other right the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the property which Grantor had or remedy had the power to convey at the time of its execution of this Deed of Trust and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of the law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrances for value. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the state of Washington is not an exclusive remedy, and when not exercised Beneficiary may foreclose this Deed of Trust as a mortgage. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Grantor, Trustee or Beneficiary shall be a party, unless such action or proceeding is brought by Trustee. Beneficiary may proceed as to the Collateral which constitutes personal property in accordance with Beneficiary's rights and remedies in respect to the Property or sell the Personal Property Collateral separately and without regard to the remainder of the Property in accordance with Beneficiary's rights and remedies provided by the Washington Uniform Commercial Code as well as other rights and remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession . Beneficiary's exercise of any of Buyer’s samples its rights and materials held remedies shall not constitute a waiver or cure of a default. Beneficiary's failure to enforce any default shall not constitute a waiver of the default or any subsequent default. In the event of foreclosure, the cost of the title premium for the trustee sale guarantee (or equivalent policy) shall be paid for by Seller; Grantor. In the event the Loan Documents are referred to an attorney for enforcement or preservation of Beneficiary's rights or remedies, whether or not suit is filed or any proceedings are commenced, Grantor shall pay all Beneficiary's costs and expenses including Trustee's and attorneys' fees (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer including attorneys' fees for any additional costs appeal, bankruptcy proceeding or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such caseother proceeding), Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ accountants' fees, expenses, appraisal and other costs inspection fees and cost of litigationa title report.

Default Remedies. Each In the event LESSEE (i) fails to make any Monthly Lease Payment when due; breaches any covenant, representation or warranty contained in this Lease; (iii) makes an assignment for the benefit of creditors or a petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE; (iv) is in default under any other lease, note or obligation; (v) misrepresents or falsely warrants the financial information given in connection with this Lease; (vi) makes a Build Sale or change int he majority ownership interest of LESSEE; (vii) ceases to operate as a going concern, then LESSOR shall have the right, to exercise any one or more of the following constitutes an event cumulative remedies: /bullet/ without notice,the entire amount of “Default” by Seller: (a) failure the Monthly Lease Payments remaining and other amounts which have accrued hereunder to complete Services be paid over the balance of the Lease term, together with all other obligations as herein set forth, shall become immediately due and payable; /bullet/ proceed to appropriate court action or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have actions at law or in equity: equity or in bankruptcy to enforce performance by LESSEE of the covenants and terms of this Lease and/or to recover damages for the breach thereof; /bullet/ terminate this Lease. /bullet/ whether or not this Lease be so terminated, and without notice to LESSEE, repossess the Equipment wherever found, with or without legal process, and for this purpose LESSOR and/or its agents may enter upon any premises under the control or jurisdiction of LESSEE or any agent of LESSEE without liability for suit, action or proceeding by LESSEE (iany damages occasioned by such repossession being hereby expressly waived by LESSEE) terminate and remove the relationship and/or Equipment therefrom; or /bullet/ at LESSOR'S sole option, LESSOR may perform for LESSEE and LESSEE will be responsible for cost of performance plus interest thereon. Notwithstanding the fact that any pending Orders or all of the Equipment is returned to or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Lease Payment(s), plus all other unpaid sums or charges that accrue prior to the date of LESSEE'S default, together with Seller all costs and obtain a return expenses incurred by LESSOR as set forth herein, including its reasonable attorneys' fees, with accelerated payments being discounted to present value as of the date of default at an annual discount rate of six percent (6%). If LESSEE fails to redeliver any Equipment to LESSOR or LESSOR is unable for any reason to effect repossession of any Equipment, or LESSOR in its sole discretion does not repossess any of the Equipment, then, with respect to such Equipment, LESSEE shall be liable for, in addition the entire amount of unpaid Monthly Lease Payments, LESSOR'S estimated residual value, with both the accelerated payments and residual value being discounted to present value as of the date of default at an annual factor of six percent (6%), plus all money already paid to Seller for Goods other unpaid sums of charges together with all costs and Services not yet providedexpenses incurred by, orLESSOR including its reasonable attorneys' fees. LESSOR, at its sole option and without liability to Selleroption,may apply the Initial Payments against the LESSEE'S obligations under this Lease. Any repossession, suspend Services resale or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession re-Lease of any Equipment by LESSOR shall not be a bar to the institution of Buyer’s samples litigation by LESSOR against LESSEE for damages for breach of this Lease, as hereinbefore provided, and materials held the commencement of any obligation or the entry of judgment against LESSEE shall not be a bar of LESSOR'S rights to repossess any or all of the Equipment. To the extent permitted by Seller; (iii) finish Services applicable law, LESSEE hereby waives any rights now or correct hereafter conferred by stature of otherwise which may require LESSOR to sell, lease or otherwise use any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectEquipment in mitigation of LESSEE'S damages, repair, as set forth in this Paragraph or replace non-conforming Goods which may otherwise limit or Services modify any of LESSOR'S rights or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goodsremedies under this Paragraph. In the event that any court of competent jurisdiction determines that any provision of this Lease is invalid or unenforceable in whole or in part, such case, Buyer will pay for that portion determination shall not prohibit LESSOR from establishing its damages sustained as a result of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right any breach of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, this Lease in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled in which LESSOR seeks to recover all its reasonable attorneys’ feessuch damages or the return of the Equipment. All remedies of LESSOR hereunder are cumulative and may, expensesto the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other costs remedy. No failure on the part of litigationLESSOR to exercise, and no delay in exercising any right or remedy hereunder preclude. Damages occasioned by LESSOR'S taking possession of Equipment are hereby waived by LESSEE. All legal and equitable, actions between LESSEE and LESSOR can be brought in a court of competent jurisdiction at the said election and determination of LESSOR, and LESSEE consents thereto.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of If Seller breaches this Agreement (including without limitation a breach of any representation or warranty of Seller or guaranteethe failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) with respect to any Property and such breach is not cured within five (5) days of receiving written notice from Buyer, Buyer may at Buyer’s sole option either: (i) by written notice given to Seller and Escrow Agent terminate this Agreement as to the affected Property(ies), whereupon each such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit), and Seller will promptly reimburse Buyer for all reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees and costs) incurred by Buyer in connection with Buyer’s Diligence or this transaction related to each such Removed Property; (ii) by written notice given to Seller and Escrow Agent terminate this Agreement in its entirety, in which event the Deposit will be paid immediately by Escrow Agent to Buyer, Seller will promptly reimburse Buyer for all of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Properties, Buyer’s Diligence or this transaction, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; (iii) extend the date scheduled for Closing for such period of time as Buyer deems reasonably necessary to allow Seller to cure or remedy such breach (but without prejudice to Buyer’s ability to thereafter invoke its other remedies hereunder should Seller fail to timely cure such breach); or (civ) adjudication of Seller seek specific performance against Seller, in which event the Closing Date will be automatically extended as bankruptnecessary for Buyer to prosecute such action. Notwithstanding the foregoing, Seller making if specific performance is made unavailable as a general assignment for benefit of creditors, or appointment of a receiver on account of remedy to Buyer by Seller’s insolvency. Upon Seller’s Defaultaffirmative acts or intentional omissions, Buyer may immediately, in addition will be entitled to any other right or remedy it may have pursue all rights and remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each Sublessee shall be in default of its obligations under this Sublease if any of the following constitutes an event of “Default” by Sellerevents occur: (a) Sublessee fails to pay any Rent when due, when such failure continues for three (3) business days after written notice from Sublessor to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this AgreementSublessee that any such sum is due; (b) failure Sublessee fails to comply with perform any provisions other term, covenant or condition of this Agreement including Sublease and fails to cure such breach of any warranty or guarantee; or within thirty (c30) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment days after delivery of a receiver on account written notice specifying the nature of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancebreach; provided, however, that no such waivers if more than thirty (30) days reasonably are required to remedy the failure, then Sublessee shall not be in default if Sublessee commences the cure within the thirty (30) day period and thereafter diligently endeavors to complete the cure; or extensions will be binding unless (c) Sublessee commits any other act or omission which constitutes a default under the Master Lease, which has not been cured after delivery of written notice and passage of the applicable grace period provided in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performanceMaster Lease. In the event of any action default by Sublessee, Sublessor shall have all rights and remedies provided by any law or proceeding between otherwise provided in this Sublease or the partiesMaster Lease, to which Sublessor may resort cumulatively or in the prevailing party will alternative. If Sublessee fails to pay any sum of money due hereunder, or fails to perform any other act on its part to be entitled to recover all its reasonable attorneys’ feesperformed hereunder, expensesthen Sublessor may, but shall not be obligated to, make such payment or perform such act. All such sums paid, and other all reasonable costs and expenses of litigationperforming any such act, shall be payable by Sublessee to Sublessor upon demand. Sublessee shall pay to Sublessor interest on all amounts due, at the rate of prime plus two percent (2%) or the maximum rate allowed by law, whichever is less, from the due date to and including the date of the payment.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In addition, Buyer reserves all other rights and remedies available to it at law or in equity, with the exception that pursuant to section 22(5) of the Limitations Act (Ontario), the parties agree that the limitation period provided in the Limitations Act (Ontario) allowing proceedings based on claims made up to the fifteenth anniversary of the day on which the act or omission on which the claim is based took place is shortened and, for purposes of this Agreement, neither party may bring any claims of any nature against the other, whether based on contract, tort, strict liability, or otherwise, more than six (6) years after delivery of Goods to Buyer. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ feesfees on a solicitor-client basis, expenses, and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of If Seller breaches this Agreement (including without limitation a breach of any representation or warranty of Seller or guaranteethe failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) and such breach is not cured within five (5) days of receiving written notice from Buyer, Buyer may at Buyer’s sole option either: (i) by written notice given to Seller and Escrow Agent terminate this Agreement, in which event the Deposit will be paid immediately by Escrow Agent to Buyer, Seller will promptly reimburse Buyer for all of Buyer’s reasonable out-of-pocket and third-party expenses (not to exceed $20,000.00), including without Purchase and Sale Agreement Walgreens – Kilgore, TX limitation reasonable attorneys’ fees, incurred in connection with the Property, Buyer’s Diligence or this transaction, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; (ii) extend the date scheduled for Closing for such period of time as Buyer deems reasonably necessary to allow Seller to cure or remedy such breach (but without prejudice to Buyer’s ability to thereafter invoke its other remedies hereunder should Seller fail to timely cure such breach); or (ciii) adjudication of Seller seek specific performance against Seller, in which event the Closing Date will be automatically extended as bankruptnecessary for Buyer to prosecute such action. Notwithstanding the foregoing, Seller making if specific performance is made unavailable as a general assignment for benefit of creditors, or appointment of a receiver on account of remedy to Buyer by Seller’s insolvency. Upon Seller’s Defaultaffirmative acts or intentional omissions, Buyer may immediately, in addition will be entitled to any other right or remedy it may have pursue all rights and remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure If Seller breaches this Agreement (including without limitation Seller’s inability to complete Services convey or deliver Goods within the time or comply with the quality specified or guaranteed in terms of this Agreement; (b) failure to comply with any provisions of this Agreement including , a breach of any representation or warranty of Seller, or guaranteethe failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) and such breach is not cured within five (5) days of receiving written notice from Buyer, Buyer may at Buyer’s sole option either: (i) by written notice given to Seller and Escrow Agent terminate this Agreement, in which event the Deposit will be paid immediately by Escrow Agent to Buyer, Seller will promptly reimburse Buyer for all of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, not to exceed $40,000, Buyer’s Diligence or this transaction, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; (ii) extend the date scheduled for Closing for such period of time as Buyer deems reasonably necessary to allow Seller to cure or remedy such breach (but without prejudice to Buyer’s ability to thereafter invoke its other remedies hereunder should Seller fail to timely cure such breach); or (ciii) adjudication of Seller seek specific performance against Seller, in which event the Closing Date will be automatically extended as bankruptnecessary for Buyer to prosecute such action. Notwithstanding the foregoing, Seller making if specific performance is made unavailable as a general assignment for benefit of creditors, or appointment of a receiver on account of remedy to Buyer by Seller’s insolvency. Upon Seller’s Defaultaffirmative acts or intentional omissions, Buyer may immediately, in addition will be entitled to any other right or remedy it may have pursue all rights and remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each You shall be in default of the following constitutes an event of “Default” by Sellerthis Agreement if: (a) failure you fail to complete Services make any Payments when due or deliver Goods within the time or with the quality specified or guaranteed in perform any of your other obligations under this Agreement; (b) failure you fail to comply with any provisions of this Agreement including breach make payments when due of any indebtedness to Lessor; (c) you or any guarantor of your obligations (“Guarantor”) cease doing business as a going concern; (d) you or any Guarantor become insolvent or make an assignment for the benefit of creditors; (e) a petition or proceeding is filed by or against you or any Guarantor under any bankruptcy or insolvency law; (f) a receiver, trustee, conservator, or liquidator is appointed for you, any Guarantor, or any of your or any Guarantor’s property; (g) any statement, representation or warranty made by you or guaranteeany Guarantor to CSA or Lessor is incorrect in any material respect; or (ch) adjudication you or any Guarantor who is a natural person die. If you are in default, you shall pay for Lessor’s reasonable collection and other costs, and without limiting any of Seller CSA’s rights hereunder or under applicable law, Lessor may exercise (on behalf of itself and, as bankruptapplicable, Seller making a general assignment CSA) any one or all of the following remedies: (1) declare all unpaid Payments (other than per image charges) immediately due and payable, with Lessor retaining title to the Listed Items; (2) terminate any and all agreements with you; (3) without notice, demand or legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon the premises where the Listed Items may be found) and (A) retain the Listed Items and all Payments and other sums paid, (B) re-lease the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the value attributed to the Listed Items by Lessor for benefit purposes of creditorscalculating the payments under the new lease agreement, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to (C) sell the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the net amount received by Lessor from such sale; or (4) pursue any other right or remedy it may have permitted at law or in equity. Lessor may sell the Listed Items after preparing them or not and may disclaim warranties of title and the like. If the Listed Items are not available for sale, you shall be liable for the Remaining Lease Balance and any other amounts due. The “Remaining Lease Balance” shall be the sum of: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid Lessor Payments then owed by you to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been curedLessor; (ii) take possession the present value of any of Buyer’s samples and materials held by Sellerall remaining Lessor Payments for the full Lease Term; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedientthe Purchase Option price of the Listed Items indicated on the face of this Agreement; plus (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ feesapplicable taxes, expenses, charges, and other costs fees. For purposes of litigationdetermining present value, Lessor Payments shall be discounted at 3% per year.

Default Remedies. Each In the event the sale is not closed because of the following constitutes an event Seller's inability, failure or refusal to perform any of “Default” by Seller: 's obligations herein, and if Seller fails to cure any default within ten (a10) failure days after Seller’s receipt of written notice of such default from Purchaser, then Purchaser may elect to complete Services or deliver Goods within the time or with the quality specified or guaranteed in either terminate this Agreement; (b) failure , in which event Escrow Agent shall return the Xxxxxxx Money to comply with Purchaser and the parties shall have no further rights or obligations hereunder except for any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditorssurviving termination, or appointment of a receiver on account to seek specific performance of Seller’s insolvency. Upon Seller’s Defaultobligations under this Agreement, Buyer may immediately, in addition to any other right or Purchaser specifically acknowledging that the remedy it may have at law for damages is excluded and Purchaser hereby specifically waives any right to xxx for damages. Purchaser agrees that if the sale is not closed because of Purchaser's inability, failure or refusal to perform any of Purchaser's obligations herein, and if Purchaser fails to cure any default within ten (10) days after Purchaser’s receipt of written notice of such default from Seller, Seller may elect to terminate this Contract in equity: (i) terminate which event the relationship and/or any pending Orders with Seller and obtain a return of all money already Xxxxxxx Money shall be paid to Seller as liquidated damages and Seller's sole and exclusive remedy for Goods such default, the parties hereby acknowledging that the actual damages of Seller would be difficult if not impossible to ascertain and Services not yet provided, or, at its sole option and without liability the amount of the Xxxxxxx Money constitutes a reasonable estimate of such damages. Notwithstanding anything in this Agreement to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another sourcethe contrary, in which case Seller will be liable to Buyer the event that the transaction contemplated by the Agreement does not close for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such casereason whatsoever, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will Broker shall not be entitled to recover all its reasonable attorneys’ fees, expensesreceive any commission with respect to the purchase and sale of the Property, and other costs of litigationin such event neither Seller nor Purchaser shall be obligated to pay any commission to Broker.

Default Remedies. Each If Successful Bidder defaults in making settlement, the Deposit shall be forfeited and applied to the costs and expenses of the following constitutes an event Foreclosure Sale and then to the balance due under the Indebtedness, and the Property may either be resold at the risk and expense of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditorsSuccessful Bidder, or appointment Trustee may accept the next highest available bid at the Foreclosure Sale. Successful Bidder shall be liable personally for any deficiency resulting from the resale of the Property at a lower price as well as for all costs, expenses, and attorneys' fees in connection with such resale. The forfeiture of the Deposit shall not limit any rights or remedies of Trustee with respect to any such default. Any delay or failure by Trustee to proceed to Settlement shall be excused if such delay or failure is caused by the occurrence of a receiver on account "Force Majeure" (defined below). The term "Force Majeure" means war, strike, riot, crime, hurricane, flooding, earthquake, volcanic eruption or other circumstance or event beyond the reasonable control of Seller’s insolvency. Upon Seller’s DefaultTrustee, Buyer may immediatelyincluding, in addition to but not limited to, a bankruptcy or other proceeding involving the Owner, the Property, and/or any other right or remedy it may have at law or present owner of the Property. If the validity of the sale is challenged by any party in equity: (i) terminate interest, the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer mayTrustee, in its sole discretion, extend if it believes the delivery or completion schedule or waive any deficiencies in performance; providedchallenge to have merit, howevermay declare this Memorandum of Sale and the Foreclosure Sale to be void and return the Successful Bidder’s deposit. In such event, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer the Successful Bidder will have no further remedy. In addition, if Trustee determines in good faith that a defect exists with respect to the right Foreclosure Sale that renders the sale void or voidable (in either case, a "Sale Defect"), then Trustee may terminate this Agreement at any time prior to require adequate assurances of Seller’s performanceSettlement. In any action the event that Settlement does not occur because of a Force Majeure or proceeding between because of a termination due to a Sale Defect, or because the partiesTrustee otherwise cannot consummate the sale, the prevailing party will then Successful Bidder shall be entitled to recover a refund of the Deposit as its sole remedy, Trustee reserving the right to resell the Property by foreclosure. The Foreclosure Sale and this Memorandum of Sale is contingent upon Trustee’s post-sale confirmation that any maker, guarantor or obligor related to the Indebtedness secured by the Deed of Trust did not file for protection under the U.S. Bankruptcy Code prior to the conclusion of the Foreclosure Sale. Successful Bidder acknowledges that should this have occurred, the Foreclosure Sale is subject to cancellation by Trustee in which case this Memorandum of Sale and the Foreclosure Sale itself shall become void. The deposit shall be promptly refunded to Successful Bidder, after which the parties shall be relieved of all its reasonable attorneys’ fees, expenses, and other costs of litigationfurther liability to each other.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within If Buyer should default in any material respect in the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession performance of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair's obligations under this Agreement, or replace non-conforming Goods should any representation or Services or procure same or similar Goods or Services from another sourcewarranty of Buyer pursuant to Section 9 be untrue in any --------- material respect, and provided that Sellers have duly and timely performed all of their obligations and are not in default hereunder in any material respect, as Sellers' sole and exclusive remedy, Sellers may terminate this Agreement, in which case Seller will event the Deposit shall be liable returned to Buyer after deducting therefrom the amount necessary to reimburse Sellers for all costs and expenses reasonably incurred by Sellers in connection with the preparation and negotiation of this Agreement, assisting Buyer in its investigations of the Properties (including any title or survey costs incurred on Buyer's behalf), satisfaction of the Assumption Conditions, and in exercising any of Sellers' rights and the performance of Sellers' obligations under this Agreement; provided, however, in the event of Buyer's failure to deliver funds or documents required to be executed and delivered by Buyer pursuant to Section 6(c), above, or any other ------------ material default by Buyer resulting from willful or intentional misconduct, fraud or intentional misrepresentation, or similar acts or omissions, and provided that Sellers have duly and timely performed all of their obligations and are not in default hereunder in any material respect, Sellers shall be entitled to terminate this Agreement and receive and retain the Deposit as liquidated damages and as Sellers' sole and exclusive remedy for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancedefault; provided, however, that no should Buyer's default be other than a failure to deliver the funds or documents required to be executed and delivered by Buyer pursuant to Section 6(c), above, prior to exercising its right to terminate this ------------ Agreement, Sellers shall provide Buyer with not less than ten (10) days prior written notice in order to afford Buyer an opportunity to cure such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representativedefault. Buyer will and Sellers agree that in the event of Buyer's default, Sellers' damages would be difficult to ascertain and the Deposit represents a reasonable estimate of such damages under the circumstances. The foregoing remedies shall be the sole and exclusive remedies of Sellers resulting from Buyers default under this Agreement, with Sellers hereby waiving any rights they might otherwise have the right at to xxx for damages (including incidental, special, indirect, consequential, punitive or other speculative or compensatory damages) or seek specific performance, injunctive relief or any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationequitable remedy.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-non- conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by SellerService Provider: (ai) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (bii) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (ciii) adjudication of Seller Service Provider as bankrupt, Seller bankrupt or Service Provider’s making a general assignment for the benefit of creditors, creditors or appointment of a receiver on account of SellerService Provider’s insolvency. Upon SellerService Provider’s Default, Buyer Customer may immediately, in addition to any other right or remedy it may have at law or in equity: (i1) terminate the relationship and the Agreement and/or any pending Orders Statement of Work with Seller Service Provider and obtain a return of all money already paid to Seller Service Provider for Goods and Services not yet provided, or, at its sole option and without liability to SellerService Provider, suspend Services or delivery of Goods and/or and exclude Seller Service Provider from BuyerCustomer’s premises until Seller provides Service Provider furnishes satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii2) finish Services or correct any non-conformity at SellerService Provider’s expense by whatever method Buyer Customer deems expedient; (iv3) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller Service Provider will be liable to Buyer Customer for any additional costs or expenses incurred by BuyerCustomer; or (v4) require Seller Service Provider to correct or cure any non-conformity at SellerService Provider’s expense. Seller Service Provider agrees to cooperate with Buyer Customer in any way reasonably required to complete Services or purchase replacement GoodsServices. In such case, Buyer Customer will pay for that portion of Services previously completed by SellerService Provider, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Customer will have a right of set-off and may withhold from time to time out of monies due SellerService Provider, amounts sufficient to fully compensate Buyer Customer for any loss or damage resulting from any Default or breach by SellerService Provider. As an alternative, Buyer Customer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxCustomer’s authorized representative. Buyer Customer will have the right at any time to require adequate assurances of SellerService Provider’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation. In addition to all other rights provided by law, Buyer specifically reserves all rights available to it under the Xxxxxxx Amendment and the ICC Termination Act of 1995 (Section 14101 b).

Default Remedies. Each of the following constitutes an event of “Default” by SellerService Provider: (ai) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (bii) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (ciii) adjudication of Seller Service Provider as bankrupt, Seller bankrupt or Service Provider’s making a general assignment for the benefit of creditors, creditors or appointment of a receiver on account of SellerService Provider’s insolvency. Upon SellerService Provider’s Default, Buyer Customer may immediately, in addition to any other right or remedy it may have at law or in equity: (i1) terminate the relationship and the Agreement and/or any pending Orders Statement of Work with Seller Service Provider and obtain a return of all money already paid to Seller Service Provider for Goods and Services not yet provided, or, at its sole option and without liability to SellerService Provider, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides Service Provider furnishes satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii2) finish Services or correct any non-conformity at SellerService Provider’s expense by whatever method Buyer Customer deems expedient; (iv3) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller Service Provider will be liable to Buyer Customer for any additional costs or expenses incurred by BuyerCustomer; or (v4) require Seller Service Provider to correct or cure any non-conformity at SellerService Provider’s expense. Seller Service Provider agrees to cooperate with Buyer Customer in any way reasonably required to complete Services or purchase replacement GoodsServices. In such case, Buyer Customer will pay for that portion of Services previously completed by SellerService Provider, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Customer will have a right of set-off and may withhold from time to time out of monies due SellerService Provider, amounts sufficient to fully compensate Buyer Customer for any loss or damage resulting from any Default or breach by SellerService Provider. As an alternative, Buyer Customer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxCustomer’s authorized representative. Buyer Customer will have the right at any time to require adequate assurances of SellerService Provider’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigation.

Default Remedies. Each Upon the happening of the following constitutes an any such event of “Default” by Seller: (a) failure default on the part of Lessee, Lessor, at any time thereafter, and prior to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions curing of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankruptsuch default, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equitymay: (i) with or without notice or demand declare the term hereof ended and re-enter the leased premises or any part thereof (with or without process of law) and expel or remove therefrom Lessee and all parties occupying the same or any of them, using such force as may be necessary to do so, and again repossess and enjoy the same without prejudice to any remedies that Lessor might otherwise have by reason of such default; or (ii) re-enter the leased premises at its option, without declaring the lease term ended, and relet the whole or any part thereof for the account of Lessee on such terms and conditions and at such rent as may then prevail for comparable property, collecting such rent and applying it on the amount due from Lessee hereunder and on the expense of reletting and on any other damage or expense so sustained by Lessor, or on any such item or items, recovering from Lessee the difference between the proceeds of such reletting and the amount of the rentals reserved hereunder, which sum Lessee agrees to pay upon demand. Should Lessor terminate this lease by reason of any such default by Lessee, Lessor may thereupon recover from Lessee the worth, at the time of such termination, of the excess, if any, of the amount of rent and charges equivalent to rent reserved herein for the balance of the term over the then reasonable rental value of the leased premises for the same period. Lessor will not, by any re-entry or other act, be deemed to have terminated this lease, or the liability of Lessee for the total rent hereunder or any installment thereof then due or thereafter accruing or for damages, unless Lessor notifies Lessee in writing that Lessor has so elected to terminate the relationship and/or lease. In addition to the foregoing remedies, Lessor may rectify any pending Orders with Seller defaults of Lessee and obtain a return add to the rent to be paid hereunder, and to any installment or installments thereof thereafter becoming due. If any installment of all money already rent or any other payment is not paid promptly when due it will bear interest at 18% per annum from the date on which it becomes due until paid, but this provision is not intended to Seller for Goods relieve Lessee from any default in the making of any payment at the time and Services not yet providedin the manner herein specified. The foregoing interest, orexpenses and damages will be recoverable from Lessee by the exercise of Lessor's remedies hereinabove set forth. The remedies of Lessor specified herein will be cumulative as to each default to the extent allowed by law. Upon the happening of any such event of default by Lessor, Lessee, at its sole option any time thereafter, and without liability prior to Sellerthe curing of such default, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been curedmay: (i) declare the term hereof ended; (ii) take possession of any of Buyer’s samples and materials held by Sellerxxx Xxxxxx for damages; (iii) finish Services xxx Xxxxxx for specific performance; or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, exercise any of the rights or replace non-conforming Goods remedies as may be allowed by law or Services or procure same or similar Goods or Services from another source, in which case Seller equity. The remedies of Lessee specified herein will be liable cumulative as to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject each default to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach extent allowed by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationlaw.

Default Remedies. Each If an Event of Default shall occur, at the election of the following constitutes Lenders, all Obligations shall become immediately due and payable upon written notice or demand (except that no written notice or demand shall be required in the case of an event Event of “Default” by Seller: (aDefault under Sections 8.1(e) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b8.1(g) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvencyabove). Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, orThe Administrative Agent is hereby authorized, at its sole option election and at the direction of the Lenders, after an Event of Default, without liability any further demand or notice except to Sellersuch extent as notice may be required by applicable law, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) to take possession and/or sell or otherwise dispose of all or any of Buyer’s samples the Collateral at public or private sale; and materials held the Administrative Agent and Lenders may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to them by Seller; applicable law, all as the Lenders may determine. If notice of a sale or other action by the Administrative Agent is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, each Obligor agrees that five (iii5) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairdays' written notice to such Obligor, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another sourcethe shortest period of written notice permitted by such law, in which case Seller will whichever is larger, shall be liable to Buyer for any additional costs or expenses incurred by Buyersufficient notice; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for and that portion of Services previously completed by Seller, subject to the terms extent permitted by law, the Administrative Agent and provisions abovethe Lenders, their officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. In addition to its other remedies, Xxxxx will have a Any sale (public or private) shall be free from any right of set-off redemption, which each Obligor hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Obligors to the Lenders and the Administrative Agent shall be returned to the Obligors or to such other party as may withhold from time be legally entitled thereto; and if there is a deficiency, the Obligors shall be responsible for the same, with interest, to time out the extent permitted by applicable law. Upon demand by the Administrative Agent, each Obligor shall assemble the Collateral and make it available to the Administrative Agent at a place designated by the Administrative Agent which is reasonably convenient to the Administrative Agent and such Obligor. Each Obligor hereby acknowledges that the Lenders have extended credit and other financial accommodations to the Obligors upon reliance of monies due Sellersuch Obligor's granting the Administrative Agent and the Lenders the rights and remedies contained in this Agreement including, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternativewithout limitation, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances take immediate possession of Seller’s performance. In any action or proceeding between the parties, Collateral upon the prevailing party will be occurrence of an Event of Default and each Obligor hereby acknowledges that the Administrative Agent and the Lenders are entitled to recover all its reasonable attorneys’ fees, expenses, equitable and other costs injunctive relief to enforce any of litigationtheir rights and remedies hereunder or under the Code and each Obligor hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Administrative Agent or Lenders.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within In the time or with the quality specified or guaranteed event that, at any time, Buyer shall, reasonably and in this Agreement; good faith, determine that a Default (as defined in subparagraph (b) failure hereof) by the Sellers exists, Buyer shall cause the Escrow Agent to comply deliver to each of the Sellers a written notice (the "Default Notice"), which Default Notice shall specify, in detail, (i) the alleged Default and (ii) if the claim of Buyer is for a fixed and ascertainable amount only, the aggregate amount of such indemnification obligation (after taking into account any deductible) together with any estimate for fees and costs related to such claim (the "Indemnity Amount"). If the actual damages are determined to be greater than the fixed and ascertainable amount or if the costs and expenses are greater than estimated, the Buyer shall not be limited in its remedies to what is set forth in the Default Notice. The Sellers Representative shall have a period of fifteen (15) business days following the provision of the Default Notice within which to deliver to Buyer a written notice (the "Response Notice"), which Response Notice shall advise Buyer (a) that the Sellers agree with the alleged Default and, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice, or (b) that the Sellers do not agree with the alleged Default or, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice. If (i) the Sellers shall advise the Buyer, in the Response Notice, that they agree with the alleged Default and the Indemnity Amount set forth in the Default Notice or (ii) if the Sellers Representative fails to send to Buyer a Response Notice, within the fifteen-days period described above, then no dispute shall exist and the Escrow Agent shall proceed, if so instructed by Buyer ("Buyer Instruction"), to deliver to Buyer an aggregate number of Pledged Shares equal to the Indemnity Amount divided by the "Share Value" on the date of the Buyer Instruction. The Share Value shall mean the greater of (i) $2.00 per share and (ii) the average of the final trading price of a share of Buyer's common stock during the 30-days period preceding the date of the Buyer Instruction. If, on the other hand, the Sellers Representative shall advise the Buyer in the Response Notice that the Sellers do not agree with the alleged Default or, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice (specifying in detail Sellers' disagreement), a dispute (the "Dispute") shall be deemed to exist between the Buyer and the Sellers. The Buyer and the Seller Representative shall endeavor in good faith to resolve the Dispute by direct consultation and negotiation with each other. In the event Buyer and Sellers Representative are unable to resolve the Dispute within ten (10) business days after the provision to the Buyer of the Response Notice, the Dispute shall be resolved by a court as provided in Section 9 (a) hereof. From and after that point in time that a Dispute shall be deemed to exist, if any cash or stock dividend, reclassification of shares, stock split, readjustment, exchange, substitution, warrant, option or right to acquire additional securities is effected or issued with respect to the Pledged Shares, all shares or securities that the Sellers shall become entitled to receive as a result thereof shall promptly be delivered to the Escrow Agent and shall constitute Pledged Shares to be held until the Dispute is resolved as provided herein (together with appropriate instruments of transfer duly endorsed in blank). If, in accordance with the terms and provisions of this Agreement including breach of any warranty or guarantee; or Section 10 (ca) adjudication of Seller as bankrupthereof, Seller making such a general assignment for benefit of creditorscourt enters a final judgment determining indemnification proceeds, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Defaultany other proceeds related thereto, to be paid to the Buyer may immediatelyby the Sellers, the Buyer, in addition to any other right or remedy it may have remedies available at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet providedlaw, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will shall be entitled to recover exercise all its reasonable attorneys’ fees, expenses, of the rights and remedies with respect to the Pledged Shares of a secured party under the Uniform Commercial Code or any other costs of litigationapplicable law.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: If (a) failure to complete Services Lessee shall default in the payment of any rent or deliver Goods within the time in making any other payment hereunder when due, or with the quality specified or guaranteed in this Agreement; (b) failure Lessee shall default in the payment when due of any indebtedness of Lessee to comply with any provisions Lessor arising independently of this Agreement including breach of any warranty or guarantee; lease, or (c) adjudication Lessee shall default in the performance of Seller as bankruptany other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, Seller making a general or (d) Lessee becomes insolvent or makes an assignment for the benefit of creditors, or (e) Lessee applies for or consents to the appointment of a receiver on account receiver, trustee, or liquidator of Seller’s insolvencyLessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Upon Seller’s DefaultLessor shall have the right to under any other insolvency law or law providing for the relief of debtors, Buyer may immediatelythen, in addition if and to the extent permitted by applicable law. Lessor shall have the (a) (b) (c) (d) (e) right to exercise any one or more of the following remedies. To declare the entire amount of rent hereunder immediately due and payable as to any or all items of the equipment, without notice or demand to Lessee. To xxx for and recover all rents, and other right payments, then accrued or thereafter accruing, with respect to any or all items of he equipment. To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. To terminate this lease as to any or all items of equipment. To pursue any other remedy it may have at law or in equity: (i) terminate equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the relationship and/or any pending Orders with Seller and obtain a return full performance of all money already paid obligations on the part of Lessee to Seller for Goods and Services not yet providedbe performed under this Lease. All such remedies are cumulative, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss be exercised concurrently or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationseparately.

Default Remedies. Each of the following constitutes an event of will constitute “Default” by Seller: (a) failure to complete Services or deliver Goods within in the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller bankrupt or Seller’s making a general assignment for benefit of creditors, creditors or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s DefaultIf Seller Defaults, Buyer may immediately, in addition without prejudice to any other right or remedy it may have at law or in equity: (i1) terminate the relationship and/or with Seller or any pending Orders with Seller and obtain receive a return of all money already paid to Seller for Goods and Services not yet providedreceived, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides furnishes satisfactory evidence that such Default has been cured; (ii2) take possession of any of Buyer’s samples and materials held by Seller; (iii3) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv4) reject, repair, repair or replace non-non- conforming Goods or Services or procure purchase same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by BuyerBuyer incurs; or (v5) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such caseaddition, Buyer will pay for that portion of Services previously completed by Seller, subject reserves all other rights and remedies available to the terms it at law or in equity and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from Seller’s Default. Seller agrees to cooperate with Buyer in any Default way reasonably required to complete Services or breach purchase replacement Goods. Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, expenses and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In addition, Buyer reserves all other rights and remedies available to it at law or in equity, with the exception that pursuant to section 22(5) of the Limitations Act (Ontario), the parties agree that the limitation period provided in the Limitations Act (Ontario) allowing proceedings based on claims made up to the fifteenth anniversary of the day on which the act or omission on which the claim is based took place is shortened and, for purposes of this Agreement, neither party may bring any claims of any nature against the other, whether based on contract, tort, strict liability, or otherwise, more than six (6) years after delivery of Goods to Buyer. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ feesfees on a solicitor-client basis, expenses, and other costs of litigation.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within If Buyer should default in any material respect in the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession performance of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairobligations under this Agreement, or replace non-conforming Goods should any representation or Services or procure same or similar Goods or Services from another sourcewarranty of Buyer pursuant to Section 9 be untrue in any material respect, and provided that Sellers have duly and timely performed all of their obligations and are not in default hereunder in any material respect, as Sellers’ sole and exclusive remedy, Sellers may terminate this Agreement, in which case Seller will event the Deposit shall be liable returned to Buyer after deducting therefrom the amount necessary to reimburse Sellers for all costs and expenses reasonably incurred by Sellers in connection with the preparation and negotiation of this Agreement, assisting Buyer in its investigations of the Properties (including any title or survey costs incurred on Buyer’s behalf), satisfaction of the Assumption Conditions, and in exercising any of Sellers’ rights and the performance of Sellers’ obligations under this Agreement; provided, however, in the event of Buyer’s failure to deliver funds or documents required to be executed and delivered by Buyer pursuant to Section 6(c), above, or any other material default by Buyer resulting from willful or intentional misconduct, fraud or intentional misrepresentation, or similar acts or omissions, and provided that Sellers have duly and timely performed all of their obligations and are not in default hereunder in any material respect, Sellers shall be entitled to terminate this Agreement and receive and retain the Deposit as liquidated damages and as Sellers’ sole and exclusive remedy for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancedefault; provided, however, that no should Buyer’s default be other than a failure to deliver the funds or documents required to be executed and delivered by Buyer pursuant to Section 6(c), above, prior to exercising its right to terminate this Agreement, Sellers shall provide Buyer with not less than ten (10) days prior written notice in order to afford Buyer an opportunity to cure such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representativedefault. Buyer will and Sellers agree that in the event of Buyer’s default, Sellers’ damages would be difficult to ascertain and the Deposit represents a reasonable estimate of such damages under the circumstances. The foregoing remedies shall be the sole and exclusive remedies of Sellers resulting from Buyers default under this Agreement, with Sellers hereby waiving any rights they might otherwise have the right at to xxx for damages (including incidental, special, indirect, consequential, punitive or other speculative or compensatory damages) or seek specific performance, injunctive relief or any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationequitable remedy.

Default Remedies. Each of the following constitutes will constitute an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankrupt, Seller bankrupt or Seller’s making a general assignment for benefit of creditors, creditors or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition without prejudice to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller or the Order with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet providedGoods, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides furnishes satisfactory evidence that such Default has been cured; (ii) take possession of any of BuyerSeller’s samples and materials held by SellerBuyer; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, repair or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. In addition, Buyer reserves all other rights and remedies available to it at law or in equity. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by XxxxxBuyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all of its reasonable attorneys’ fees, expenses, expenses and other costs of litigationlitigation from the non-prevailing party.

Default Remedies. Each If Buyer should default in any material ----------------- respect in the performance of the following constitutes an event any of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in Buyer's obligations under this Agreement; (b) failure to comply with , and provided that Seller is not in default in any provisions material respect under the terms of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankruptAgreement, Seller making a general assignment shall be entitled to terminate this Agreement and receive the Deposit as liquidated damages and as Seller's sole and exclusive remedy for benefit of creditorsany such default, with Seller hereby waiving any rights it might otherwise have to xxx for damages or appointment of a receiver seek specific performance, injunctive relief or any other equitable remedy on account of a default by Buyer. Buyer and Seller agree that in the event of Buyer's default, Seller’s insolvency's damages would be difficult to ascertain and the Deposit represents a reasonable estimate of such damages under the circumstances. Upon If Seller should default in any material respect in the performance of any of Seller’s Default's obligations in this Agreement and provided that Buyer has duly and timely performed all of its obligations and is not in default hereunder, as Buyer's sole and exclusive remedy (except as specifically provided in Section 8 above), Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: either (i) terminate this Agreement and request --------- the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet providedthe Deposit, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession bring an action for specific performance of any this Agreement, provided, however, in the event of Buyer’s samples and materials held a material default by Seller; (iii) finish Services Seller resulting from willful or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectintentional misconduct, repairfraud or intentional misrepresentation, or replace non-conforming Goods similar acts or Services or procure same or similar Goods or Services from another sourceomissions of Seller, should specific performance not be available as a remedy for Buyer, then Buyer shall have the right to bring an action to seek reimbursement of damages actually incurred by Buyer as a direct result of such default. In either event, except as specifically provided in which case Section 8, Seller will shall not be liable to Buyer for any additional costs --------- indirect, incidental, special, consequential, punitive or expenses incurred by Buyer; other speculative or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationcompensatory damages on account thereof.

Default Remedies. Each You shall be in default of the following constitutes an event of “Default” by Sellerthis Agreement if: (a) failure you fail to complete Services make any Payments when due or deliver Goods within the time or with the quality specified or guaranteed in perform any of your other obligations under this Agreement; (b) failure you fail to comply with any provisions of this Agreement including breach make payments when due of any indebtedness to Lessor; (c) you or any guarantor of your obligations (“Guarantor”) cease doing business as a going concern; (d) you or any Guarantor become insolvent or make an assignment for the benefit of creditors; (e) a petition or proceeding is filed by or against you or any Guarantor under any bankruptcy or insolvency law; (f) a receiver, trustee, conservator, or liquidator is appointed for you, any Guarantor, or any of your or any Guarantor’s property; (g) any statement, representation or warranty made ULS # S0730094 by you or guaranteeany Guarantor to CSA or Lessor is incorrect in any material respect; or (ch) adjudication you or any Guarantor who is a natural person die. If you are in default, you shall pay for Lessor’s reasonable collection and other costs, and without limiting any of Seller CSA’s rights hereunder or under applicable law, Lessor may exercise (on behalf of itself and, as bankruptapplicable, Seller making a general assignment CSA) any one or all of the following remedies: (1) declare all unpaid Payments (other than per image charges) immediately due and payable, with Lessor retaining title to the Listed Items; (2) terminate any and all agreements with you; (3) without notice, demand or legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon the premises where the Listed Items may be found) and (A) retain the Listed Items and all Payments and other sums paid, (B) re-lease the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the value attributed to the Listed Items by Lessor for benefit purposes of creditorscalculating the payments under the new lease agreement, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to (C) sell the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the net amount received by Lessor from such sale; or (4) pursue any other right or remedy it may have permitted at law or in equity. Lessor may sell the Listed Items after preparing them or not and may disclaim warranties of title and the like. If the Listed Items are not available for sale, you shall be liable for the Remaining Lease Balance and any other amounts due. The “Remaining Lease Balance” shall be the sum of: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid Fixed Payments then owed by you to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been curedLessor; (ii) take possession the present value of any of Buyer’s samples and materials held by Sellerall remaining Fixed Payments for the full Lease Term; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedientthe Purchase Option price of the Listed Items indicated on the face of this Agreement; plus (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ feesapplicable taxes, expenses, charges, and other costs fees. For purposes of litigationdetermining present value, Fixed Payments shall be discounted at 3% per year.

Default Remedies. Each Upon the happening of the following constitutes an any such event of “Default” by Seller: (a) failure default on the part of Lessee, Lessor, at any time thereafter, and prior to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions curing of this Agreement including breach of any warranty or guarantee; or (c) adjudication of Seller as bankruptsuch default, Seller making a general assignment for benefit of creditors, or appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equitymay: (i) with or without notice or demand declare the term hereof ended and re-enter the leased premises or any part thereof (with or without process of law) and expel or remove therefrom Lessee and all parties occupying the ____ ___ any of them, using such force as may be necessary to do so, and ______ repossess and enjoy the same without prejudice to any remedies that Lessor might otherwise have by reason of such default; or (ii) re-enter the leased premises at its option, without declaring the lease term ended, and relet the whole or any part thereof for the account of Lessee on such terms and conditions and at such rent as may then prevail for comparable property, collecting such rent and applying it on the amount due from Lessee hereunder and on the expense of reletting and on any other damage or expense so sustained by Lessor, or on any such item or items, recovering from Lessee the difference between the proceeds of such reletting and the amount of the rentals reserved hereunder, which said Lessee agrees to pay upon demand. Should Lessor terminate this Lease by reason of any such default by Lessee, Lessor may thereupon recover from Lessee the worth, at the time of such termination, of the excess, if any, of the amount of rent and charges equivalent to rent reserved herein for the balance of the term over the then reasonable rental value of the leased premises in the same period. Lessor will not, by any re-entry or other act, be deemed to have terminated this lease, or the liability of Lessee for the total rent hereunder or any installment thereof then due or thereafter accruing or for damages, unless Lessor notifies Lessee in writing that Lessor has so elected to terminate the relationship and/or lease. In addition to the foregoing remedies, Lessor may rectify any pending Orders with Seller defaults of Lessee and obtain a return add to the rent to be paid hereunder, and to any installment or installments thereof thereafter becoming due. If any installment of all money already rent or any other payment is not paid promptly when due it will bear interest at the highest legal rate permitted by law from the date on which it becomes due until paid, but this provision is not intended to Seller for Goods relieve Lessee from any default in the making of any payment at the time and Services not yet providedin the manner herein specified. The foregoing interest, orexpenses and damages will be recoverable from Lessee by the exercise of Lessor's remedies hereinabove set forth. The remedies of Lessor specified herein will be cumulative as to each default to the extent allowed by law. Upon the happening of any such event of default by Lessor, Lessee, at its sole option any time thereafter, and without liability prior to Seller, suspend Services or delivery the curing of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cureddefault may: (i) declare the term hereof ended; (ii) take possession of any of Buyer’s samples and materials held by Sellerxxx Xxxxxx for damages; (iii) finish Services xxx Xxxxxx for specific performance; or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, exercise any of the rights or replace non-conforming Goods remedies as may be allowed by law or Services or procure same or similar Goods or Services from another source, in which case Seller equity. The remedies of Lessee specified herein will be liable cumulative as to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject each default to the terms and provisions above. In addition to its other remedies, Xxxxx will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach extent allowed by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Xxxxx’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees, expenses, and other costs of litigationlaw.