Common use of Termination Default and Remedies Clause in Contracts

Termination Default and Remedies. ClearCom may, at any time upon twenty-four (24) hours prior notice, terminate this Agreement and the Services at ClearCom’s option and without liability if: (a) ClearCom’s Central Station, equipment or facilities, or the telephone network, are destroyed, damaged or malfunction so that it is impractical for ClearCom to continue the Services; (b) ClearCom cannot acquire or retain the transmission connections or authorization to transmit signals between the Premises and the Central Station or between the Central Station and any emergency response providers; (c) ClearCom determines that it is impractical to continue the Services due to the modification or alteration of the Premises after installation of the Equipment; or (d) the Equipment generates excessive false alarms due to circumstances beyond ClearCom’s reasonable control. Additionally, upon thirty (30) days’ prior notice to Client, ClearCom may terminate this Agreement for any other reason at ClearCom’s discretion. If ClearCom terminates this Agreement for any of the foregoing reasons in this Paragraph, then we will refund any advance Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable as a result of any such termination. Furthermore, Client shall be in breach, and ClearCom may, at ClearCom’s option, terminate this Agreement and exercise our remedies for the enforcement of this Agreement if (each a “Termination for Cause”): (1) Client fails to pay as and when due any Charges or other amounts due under this Agreement or any other Agreement between Client and ClearCom; (2) any representation Client has made under or in connection with this Agreement or any other Agreement between Client and ClearCom is materially untrue; (3) Client breaches any warranty contained in this Agreement or in any other Agreement between Client and ClearCom; (4) Client otherwise fails to comply with any non-monetary obligation or covenant contained in this Agreement or in any other Agreement between Client and ClearCom, and such failure continues for thirty (30) days after ClearCom provides written notice to Client; (5) Client denies ClearCom reasonable access to the Equipment located at the Premises; or (6) Client becomes a debtor in a bankruptcy or other insolvency proceeding. The Charges under this Agreement are based on Client’s Agreement to receive and pay for the Services for the entire Term. ACCORDINGLY, IN THE EVENT OF A TERMINATION FOR CAUSE (OR ANY TERMINATION OF THIS AGREEMENT FOR ANY REASON OTHER THAN CLEARCOM’S MATERIAL DEFAULT), CLIENT SHALL PAY TO CLEARCOM, AND BE LIABLE TO CLEARCOM FOR, ALL OF THE CHARGES THAT WOULD HAVE BEEN PAYABLE BY CLIENT UNDER THIS AGREEMENT FOR THE REMAINING TERM OF THIS AGREEMENT BUT FOR THE EARLY TERMINATION OF THIS AGREEMENT, PLUS ALL UNPAID CHARGES ACCRUING UNDER THIS AGREEMENT PRIOR TO THE EARLY TERMINATION.

Termination Default and Remedies. ClearCom may, at any time upon twenty-four (24) hours prior notice, terminate this Agreement and the Services at ClearCom’s option and without liability if: (a) ClearCom’s Central Station, equipment or facilitiesIf Purchaser fails to consummate the purchase of the REO Property, or any portion thereof, pursuant to this Contract at the telephone networkClosing, are destroyed, damaged or malfunction so that it is impractical for ClearCom Seller’s sole and exclusive remedy shall be to continue the Services; (b) ClearCom cannot acquire or retain the transmission connections Xxxxxxx Money, as full, fixed and liquidated damages, not as a penalty, the parties hereby acknowledging the difficulty of ascertaining Seller’s damages in such a circumstance and agreeing that this remedy represents a reasonable and mutual attempt by Seller and Purchaser to anticipate the consequence to Seller of such breach by Purchaser, whereupon this Contract shall terminate. Thereafter, unless Purchaser has breached or authorization was in default of this Contract prior to transmit signals between such termination for other than a breach for failure to consummate the Premises and the Central Station or between the Central Station and any emergency response providers; (c) ClearCom determines that it is impractical to continue the Services due to the modification or alteration purchase of the Premises after installation REO Property, or any portion thereof (in which event the terms of the Equipment; last sentence of this Section 6(a) shall apply), Purchaser and Seller shall be relieved of further liability hereunder, at law or in equity, it being the agreement of the parties that Purchaser shall have no other liability or obligation for default hereunder, except for such indemnification and other obligations as may, under the terms hereof, survive termination of this Contract. In the event of any breach or default by Purchaser other than for Purchaser’s failure to consummate the purchase of the REO Property, or any portion thereof, pursuant to this Contract at Closing, which breach or default remains uncured for ten (d10) days after receipt of written notice of such breach from Seller, Seller shall (x) if such breach or default occurs prior to Closing, retain the Equipment generates excessive false alarms due to circumstances beyond ClearCom’s reasonable control. Additionally, upon thirty (30) days’ prior notice to Client, ClearCom may Xxxxxxx Money and terminate this Agreement Contract (except for any such indemnification and other reason obligations as may, under the terms hereof, survive termination of this Contract), and (y) if such breach or default occurs after Closing, shall have all other rights and remedies provided hereunder at ClearCom’s discretion. If ClearCom terminates this Agreement for any of the foregoing reasons law or in this Paragraph, then we will refund any advance Charges for Services to be provided after the termination date, less any Equipment Charges still due, but we shall not be liable equity as a result of any such termination. Furthermore, Client shall be in breach, and ClearCom may, at ClearCom’s option, terminate this Agreement and exercise our remedies for the enforcement of this Agreement if (each a “Termination for Cause”): (1) Client fails to pay as and when due any Charges breach or other amounts due default by Purchaser under this Agreement or any other Agreement between Client and ClearCom; (2) any representation Client has made under or in connection with this Agreement or any other Agreement between Client and ClearCom is materially untrue; (3) Client breaches any warranty contained in this Agreement or in any other Agreement between Client and ClearCom; (4) Client otherwise fails to comply with any non-monetary obligation or covenant contained in this Agreement or in any other Agreement between Client and ClearCom, and such failure continues for thirty (30) days after ClearCom provides written notice to Client; (5) Client denies ClearCom reasonable access to the Equipment located at the Premises; or (6) Client becomes a debtor in a bankruptcy or other insolvency proceeding. The Charges under this Agreement are based on Client’s Agreement to receive and pay for the Services for the entire Term. ACCORDINGLY, IN THE EVENT OF A TERMINATION FOR CAUSE (OR ANY TERMINATION OF THIS AGREEMENT FOR ANY REASON OTHER THAN CLEARCOM’S MATERIAL DEFAULT), CLIENT SHALL PAY TO CLEARCOM, AND BE LIABLE TO CLEARCOM FOR, ALL OF THE CHARGES THAT WOULD HAVE BEEN PAYABLE BY CLIENT UNDER THIS AGREEMENT FOR THE REMAINING TERM OF THIS AGREEMENT BUT FOR THE EARLY TERMINATION OF THIS AGREEMENT, PLUS ALL UNPAID CHARGES ACCRUING UNDER THIS AGREEMENT PRIOR TO THE EARLY TERMINATIONContract.