TERMINATION AND DEFAULTS Sample Clauses
The 'Termination and Defaults' clause defines the conditions under which a contract may be ended prematurely and outlines what constitutes a default by either party. It typically specifies the types of breaches or failures—such as non-payment, failure to deliver goods or services, or insolvency—that allow one party to terminate the agreement. This clause ensures both parties understand the consequences of non-performance and provides a clear process for ending the contract if obligations are not met, thereby managing risk and protecting the interests of both sides.
TERMINATION AND DEFAULTS. Either party (Company or Client) can terminate this Agreement by giving five (5) Business Days written notice. Termination will be without prejudice to Transactions already initiated. In the case of such termination, all pending Transactions on behalf of the Client shall be cancelled and any open positions shall be closed. Upon termination of this Agreement the Company will be entitled, without prior notice to the Client, to cease the access of the Client to the Company’s Trading Platform. The Company may terminate this Agreement immediately without giving five (5) Business Days’ notice in the event of:
i. Death of the Client;
ii. If any application is made or any order is issued or a meeting is convened or a resolution is approved or any measures of bankruptcy or winding up of the Client are taken;
iii. Such termination is required by any competent regulatory authority or body or court of law;
iv. The Client violates any provision of this Agreement or any other Agreement and in the Company’s opinion the Agreement cannot be implemented;
v. The Client involves the Company directly or indirectly in any type of fraud;
vi. The Client has failed to provide any information related to any investigation or/and verification undertaken by the Company or/and any other Competent Authority;
vii. The Client act in a rude or abusive manner to employees of the Company;
viii. False and/or misleading information provided by the Client or unsubstantiated declarations made herein. The Company may terminate this Agreement immediately without giving five (5) Business Days’ notice, and the Company has the right to reverse and/or cancel all previous transactions on a Client’s account, in the event of:
i. The Client involves the Company directly or indirectly in any type of fraud, in which it places the Company’s or any Company’s Clients interests at risk prior to terminating the Agreement;
ii. The Company has grounds to believe that the Client’s trading activity affects in any manner the reliability and/or smooth operation and/or orderly of the Company’s Trading Platform. The termination of this Agreement shall not in any case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the Client shall pay:
i. Any pending fees/commissions of the Company and any other amount payable to the Company;
ii. Any charge and additional expenses incurred or to be incurred ...
TERMINATION AND DEFAULTS. (a) Either party shall be entitled to terminate this Agreement within one hundred eighty (180) of the date hereof (the "trial period"), if it determines that the Subscriber demand for the WorldGate Service is not acceptable. If Affiliate terminates this Agreement during the trial period as aforesaid and prior to the expiration of such trial period, but no later than 10 business days after it's notice of termination, returns to WG the components of the Headend Package, in working condition, reasonable wear and tear excepted, Affiliate will receive a refund of the purchase price for such components so returned.
(b) In addition to all of its other rights and remedies at law and in equity, either party shall be entitled at its option forthwith, upon giving notice to the other party, to terminate this Agreement and all licenses granted hereunder, (i) if said other party shall fail to perform any of its obligations or undertakings required of it hereunder, or shall be in breach of any of its warranties or representations herein contained, and shall not have cured or remedied such failure or breach within sixty (60) days of written notification thereof; provided, however that with respect to any failure to pay Subscriber Access Fees such cure period shall be reduced to ten (10) business days from the date of written notification hereunder; (ii) if a party hereunder commences a voluntary case under Title 11 of the United States Bankruptcy Code as now and hereafter in effect, or any successor statute, or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a party consents to the entry of an order for relief in an involuntary case, or to the conversion of a voluntary case to an involuntary case, under any such law, or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; a party makes any assignment for the benefit of creditors; a party is unable or fails or admits in writing of its inability or failure to pay its debts as such debts become due; or the Board of Directors or other governing body of a party adopts any resolution or otherwise approves authorization to act upon any of the foregoing, such action shall be deemed a breach hereunder; or (iii) if any order, judgment or decree is entered against decreeing the dissolution or split-up of such party, and such order remains undischarged or unstated for a period in excess of thirty (30) cale...
TERMINATION AND DEFAULTS a) Calmont may terminate this order in whole or in part at any time by written notice (including facsimile and electronic mail systems) to Seller and such termination shall not constitute default. Calmont and Seller shall have all rights and obligations at law and in equity, including ▇▇▇▇▇▇▇’s rights to title and possession of goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date of termination. Calmont may take immediate possession of all work performed upon notice of termination. ▇▇▇▇▇▇ agrees that it will not include in any claim submitted hereunder any direct cost of engineering and/or development or any cost for special tooling unless specifically ordered by Calmont. Seller’s obligations under the warranty and confidentiality provisions of this agreement shall survive such termination.
b) Calmont may, by written notice (including facsimile and electronic mail systems) of default to Seller, terminate the whole or any part of this order in any one of the following circumstances: (i) if Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or
TERMINATION AND DEFAULTS. This Agreement may be terminated at any time prior to the Closing Date and any exercise of the option to purchase Additional Securities may be cancelled at any time prior to any Option Closing Date by the Underwriters by written notice to the Offerors if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company, the Subsidiaries and the Trust, taken as a whole, or the earnings, affairs, management, or business of the Company, the Subsidiaries and the Trust, taken as a whole, whether or not arising in the ordinary course of business, that would, in your sole judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States that, in your sole judgment, is material and adverse and would, in your sole judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on AMEX, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company, the Subsidiaries and the Trust, taken as a whole, (v) the declaration of a banking moratorium by either federal or Missouri state authorities, (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in your opinion has a material adverse effect on the financial markets in the United States or (vii) any change in financial markets or in political, economic or financial conditions which, in your sole opinion, either renders it impracticable or inadvisable to proceed with the offering and sale of the Securities on the terms set forth in the Prospectus or materially adversely affects the market for the Securities. If on the Closing Date or on any Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse t...
TERMINATION AND DEFAULTS. (a) Justice Bearing may terminate this order in whole or in part at any time by written notice (including facsimile and electronic mail systems) to Seller and such termination shall not constitute default. Justice Bearing and Seller shall have all rights and obligations at law and in equity, including Justice ▇▇▇▇▇▇▇’s rights to title and possession of goods paid for. Seller shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit for work performed to date of termination. Justice Bearing may take immediate possession of all work performed upon notice of termination. ▇▇▇▇▇▇ agrees that it will not include in any claim submitted hereunder any direct cost of engineering and/or development or any cost for special tooling unless specifically ordered by Justice Bearing. Seller’s obligations under the warranty and confidentiality provisions of this agreement shall survive such termination.
(b) Justice Bearing may, by written notice (including facsimile and electronic mail systems) of default to Seller, terminate the whole or any part of this order in any one of the following circumstances: (i) if Seller fails to make delivery of the supplies to perform the services within the time specified herein or any extension thereof; or
TERMINATION AND DEFAULTS. A. In the event that FRANCHISEE shall become insolvent or make an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by FRANCHISEE, or such a petition is filed against and consented to by FRANCHISEE, or if FRANCHISEE is adjudicated a bankrupt, or if a bill ▇▇ equity or other proceeding for the appointment of a receiver of FRANCHISEE or other custodian for FRANCHISEE'S business or assets is filed and/or is consented to by FRANCHISEE, or a receiver or other custodian is appointed, or if proceedings for composition with creditors under any state or federal law should be instituted by or against FRANCHISEE or if FRANCHISEE shall be attached or levied upon by any sheriff, marshal, or constable and shall not be seasonably cured, then in any of said events, FRANCHISEE shall be deemed to be in default under this Agreement, and all rights granted to FRANCHISEE hereunder shall thereupon terminate upon the occurrence of the above event or events immediately after a 30 day notice to FRANCHISEE from the FRANCHISOR.
B. Except as provided in XIV.A. and B.1. of this Agreement, if FRANCHISEE shall be in default under the terms of this Agreement, and such default shall not be cured within thirty (30) days after receipt of written "Notice to Cure" thereof from FRANCHISOR, then in addition to all other remedies at law or in equity, FRANCHISOR may immediately terminate this Agreement. In the event FRANCHISEE is in default under the terms of the Franchise Agreement within twelve (12) months after a prior default, and FRANCHISOR has served FRANCHISEE with a "Notice to Cure" with respect to such prior default, this Agreement may be terminated immediately after a 30 day notice by FRANCHISOR upon such subsequent default. FRANCHISEE shall be in default under this Agreement:
1. If FRANCHISEE fails, refuses, or neglects to promptly pay to FRANCHISOR any monies owing to FRANCHISOR on date due, the FRANCHISOR may terminate this Agreement upon ten (10) day notice to FRANCHISEE of the default. FRANCHISEE has ten (10) days from the date of delivery of the notice to remedy the default; or
2. If FRANCHISEE fails to submit reports or financial data with FRANCHISOR required under this Agreement; or
3. If FRANCHISEE fails to comply with any of the requirements imposed upon it by this Agreement and the Operating Manual, or other such operational memoranda issued by FRANCHISOR, or uses bad faith in carrying out the terms of the franchise.
4. If FRANCHISEE loses his l...
TERMINATION AND DEFAULTS