Service Default Clause Samples

Service Default. (a) If a Customer alleges a Service Default with respect to a Transaction which includes the sale of Service Payments to Buyer, then Buyer shall promptly give Omnicell written notice of such alleged Service Default. For a period of thirty (30) days from the date of such notice (the “Investigation Period”) (i) Buyer shall attempt to collect all Assigned Service Payments owed by the applicable Customer to Buyer under the defaulted Contract related to such alleged Service Default, and (ii) Omnicell shall have the right to investigate the alleged Service Default and, if Omnicell determines such allegation to be valid, to cure any and all Service Defaults. If at the expiration of such Investigation Period, Buyer has been unable to collect such payments, Buyer shall so notify Omnicell in writing (a “Notice of Continuing Nonpayment”). (b) Upon receipt of such Notice of Continuing Nonpayment, Omnicell shall, as Buyer’s sole and exclusive remedy for a Service Default, cure the Service Default as set forth below; provided, however, that if by the expiration of the applicable Investigation Period Omnicell has, with respect to each Service Default (A) cured such Service Default or (B) provided Buyer with satisfactory (determined in Buyer’s reasonable discretion) evidence that Customer’s Service Default allegation is invalid, then Omnicell shall not be required to pay to Buyer any amounts relating to such Service Default under this Section 7.1: (i) in any case where the Service Agreement will remain in effect with the Customer, Omnicell shall cure the Service Default by paying to Buyer, within thirty (30) days of the expiration of the Investigation Period, the accrued and unpaid Assigned Service Payments due under such Service Agreement as of the date of Buyer’s Notice of Continuing Non-Payment, or (ii) in any case whereby the Customer has terminated the Service Agreement prior to the expiration of the stated term of such Service Agreement, then Omnicell shall repurchase the unearned Assigned Service Payments from Buyer for a purchase price equal to the Remaining Unearned Payments (defined below) originally purchased by Buyer with each such payment discounted to its present value from the date thereof to the date of the repurchase by Omnicell at the applicable Standard Rate (the “Repurchase Price”). Upon receipt of the Repurchase Price, Buyer will pass title to such Remaining Unearned Payments to Omnicell free and clear of all liens attributable to Buyer, and reassign ...
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Related to Service Default

  • Customer Default The occurrence at any time of any of the following events shall constitute a “Customer Default”:

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

  • Termination for Default The Commonwealth may terminate this Agreement by notice where it reasonably believes the Grantee: (a) has breached this Agreement; or (b) has provided false or misleading statements in their application for the Grant; or (c) has become bankrupt or insolvent, entered into a scheme of arrangement with creditors, or come under any form of external administration.

  • Contractor Default Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract.

  • Event of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.