Termination Remedies Clause Samples
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Termination Remedies. (a) If all conditions precedent to the obligations of Buyer set forth in Article VII, or of Seller set forth in Article VIII, (such Party that has satisfied its conditions precedent, the “Performing Party”) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer or Seller to perform any of its material obligations hereunder or the breach of any representation herein by Buyer or Seller (such party that has not satisfied its conditions precedent, the “Breaching Party”) and the Performing Party has performed all of its material obligations hereunder and has not breached any representation herein, then in such event, the Performing Party shall have the option to terminate this Agreement, in which case (i) if Buyer is the Breaching Party, Seller shall retain the Deposit as liquidated damages on account of Buyer’s failure to perform its obligations under this Agreement or Buyer’s breach of any representation under this Agreement, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s breaches or (ii) if Seller is the Breaching Party, then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after receipt of Buyer’s notice of termination. Buyer and Seller acknowledge and agree that (i) the Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) that the Deposit is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty. Additionally, if Seller is the Breaching Party, in lieu of terminating this Agreement, Buyer shall have the right of specific performance of this Agreement.
(b) If this Agreement is terminated for any reason, other than as set forth in Section 11.03(a), then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after the event giving rise to such payment to Buyer. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.
Termination Remedies. Section E.1.
Termination Remedies. Customer may terminate a Purchase Order for any reason upon thirty (30) days’ written notice to Supplier. Customer shall pay Supplier for those conforming Products delivered to Customer through the date of termination, less appropriate offsets. Supplier shall cease to provide Products under the Purchase Order on the date of termination specified in such notice. Supplier may terminate the Purchase Order upon written notice to Customer if Customer fails to pay Supplier any amounts not reasonably in dispute within sixty (60) days after Supplier notifies Customer in writing that payment is past due. Upon the expiration or termination of the Purchase Order for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination; and (b) Supplier will promptly notify Customer of all Customer Confidential Information or any Work Product in Supplier's possession and, at the expense of Supplier and in accordance with Customer's instructions, will promptly (i) deliver to Customer all such Customer Confidential Information and/or Work Product, or (ii) destroy all such Customer Confidential Information and certify in writing to Customer that it has complied with the requirements of this clause. The rights and remedies of Customer under the Purchase Order and these Terms are cumulative and not exclusive of any rights or remedies to which Customer is entitled by law. The exercise by Customer of any singular right or remedy will not preclude Customer from exercising any other right or remedy under any Purchase Order or these Terms or to which Customer is otherwise entitled by law. Supplier acknowledges and agrees that the obligations and promises of Supplier under a Purchase Order are of a unique nature giving them particular value, and that Supplier's breach of any of the promises contained in the Purchase Order will result in irreparable and continuing damage to Customer for which there will be no adequate remedy at law. In the event of such breach, Customer will be entitled to seek injunctive relief or specific performance without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.
Termination Remedies a. Upon occurrence of an Event of Default, the non-breaching party shall give written notice to the breaching party, setting forth the nature of the default. The breaching party shall have thirty (30) days to cure any non-monetary default (except as set forth in Section 3(c) hereof) and five (5) days to cure any monetary default. If the breaching party shall have failed to cure such default within the applicable cure period, the non-breaching party may elect to terminate this Agreement, whereupon Licensee shall, upon request by Licensor, forthwith remove its Equipment from the Building in a neat and orderly manner in accordance with this Agreement. In addition, either party may exercise any and all remedies available to it at law or in equity.
b. If the Building is damaged by fire or other insured casualty and the estimated costs to repair the same are less than Two Hundred Fifty Thousand Dollars ($250,000), Licensor shall repair the same; provided, however, Licensor may elect not to restore damage (a) which occurs within the last six (6) months of the Term hereof, (b) which is not covered by Licensor's insurance policy (permitted deductibles excepted) or the proceeds of which are not available to pay the costs of restoration, or (c) any other portion of the Building is damaged to the extent Licensor elects not to restore the same. If the Site or any other portion of the Building is so damaged and Licensor's estimate of the repair costs exceeds Two Hundred Fifty Thousand Dollars ($250,000), Licensor may elect to cancel this License or repair the same, provided that Licensor shall not be obligated to spend more than the amount of the insurance proceeds paid for such casualty. If Licensor elects to repair the damage, it shall diligently pursue such repair, subject to force majeure, to completion in a commercially reasonable manner, and this License shall remain in full force and effect. If Licensor elects to cancel this License as provided in this Section, Licensor shall give written notice of said election within sixty (60) days after the date Licensor becomes aware of the damage and this License shall end as of the date specified in such notice. If this License is so canceled, all interest of Licensor in the Site shall terminate on the date specified in such notice. If Licensor is not able to complete restoration of the Building within twelve (12) months following the date of damage, Licensee may elect to terminate this License. Licensor shall not be requi...
Termination Remedies. 6.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:
6.1.1. Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement; provided, however, if such corrective action falls under a specific termination right under Section 6.1 or 6.2, then the time frame, if any, set forth for such right shall apply;
6.1.2. The Term does not commence within eighteen (18) months of CPUC Approval, subject to any extension of the Term Start Date as a result of Force Majeure as to which Producer is the Claiming Party (subject to Sections 3.2 and 10.4);
6.1.3. Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site, as set forth in Section 7.12.6 and Section 7.16, respectively;
6.1.4. Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 4.3.1;
6.1.5. Producer fails to post and maintain the Collateral Requirement pursuant to Section 4, for fifteen (15) days after the same shall have become due and Producer fails to cure such failure to post or maintain within fifteen (15) days after receipt of written demand thereof from SCE;
6.1.6. Producer abandons any Generating Facility; or
6.1.7. Electric output from any Generating Facility ceases for twelve (12) consecutive months.
6.2.1. If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the non- breaching Party to the breaching Party;
6.2.2. Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;
6.2...
Termination Remedies. 8.1 If the Town fails to fulfill its obligations under this Agreement, the Consultant shall have the right to terminate this Agreement; however, prior to the Agreement’s termination, the Consultant shall provide the Town with written notice of the Town’s failure to comply with its obligations. The Town shall then have ten (10) calendar days from receipt of notice to correct the noticed deficiency. If the Town fails to correct the deficiency within this time, this Agreement shall terminate at the expiration of the ten (10) daytime period.
8.2 The Town may terminate this Agreement in whole, or for the performance of any work orders issued under this Agreement whenever the Town shall determine that such termination is in the best interest of the Town. Any such termination shall be effected by delivery to the Consultant of a written notice specifying the work order under the Agreement being terminated, or that the Agreement in whole is terminated, and the date upon which such termination becomes effective. In the event of termination, the Town shall compensate the Consultant for all authorized and accepted work performed through the termination date. The Town shall be relieved of any and all future obligations hereunder, including but not limited to lost profits and consequential damages, under this Agreement. The Town may withhold all payments to the Consultant where any work has not been performed to the satisfaction of the Town.
8.3 The Town reserves the right to cancel and terminate this Agreement in the event the Consultant or any employee or agent of the Consultant is convicted for any crime arising out of or in conjunction with any work being performed by the Consultant for or on behalf of the Town, without penalty. It is understood and agreed that in the event of such termination, all tracings, plans specifications, computer files, maps, and data prepared or obtained under this Agreement shall immediately be turned over to the Town. The Town reserves the right to terminate or cancel this Agreement in the event the Consultant will be placed in either voluntary or involuntary bankruptcy or an assignment is made for the benefit of creditors. The Town further reserves the right to suspend the qualifications of the Consultant to do business with the Town upon any such conviction.
Termination Remedies. 6.1. Each of the following events shall be deemed a “Default” under this Agreement, and the non-defaulting Party may terminate this Agreement or suspend Service upon: (a) any failure of Customer to pay any undisputed amounts as provided in this Agreement; or (b) any material breach by a Party of this Agreement; provided, however, that Masergy will not terminate or suspend Service unless a Default of Customer continues for more than thirty
Termination Remedies. In the event of any such material default under or material breach of the terms of this Lease by the Relevant Asset Owner, the Related Refinery Owner may, at the Related Refinery Owner’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand:
(a) terminate this Lease with respect to the Relevant Asset Owner and the Relevant Asset Owner’s right to possession of the Applicable Premises, and
(b) thereafter repossess the Applicable Premises by any lawful means in which event the Relevant Asset Owner shall immediately surrender possession of the Applicable Premises to the Related Refinery Owner.
Termination Remedies. 6.1. Each of the following events, together with the events set out in Clause 6.5, shall be deemed a “Default” under this Agreement, and the non-defaulting Party may terminate this Agreement or suspend Service in accordance with this Clause 6 upon the occurrence of any of the following: (a) any failure of Customer to pay any undisputed amounts as provided in this Agreement; or (b) any material breach by a Party of this Agreement; provided, however, that Masergy will not (subject to Clause 6.5) terminate or suspend Service unless a Default of Customer continues for more than thirty (30) days after written notification, as per the notice provisions of Clause 15.8, to Customer, or ten (10) days after written notice, as per the notice provisions of Clause 15.8, in the case of failure to pay money. Notwithstanding the foregoing, Customer shall also be in Default, and Masergy shall have the right to immediately terminate or suspend Service by giving written notice to Customer upon any violation by Customer of an applicable law, rule or regulation affecting the use of the Service or performance under this Agreement.
6.2. Notwithstanding any other provision of this Agreement, if Masergy cancels or terminates Service due to a Default of Customer, such cancellation or termination shall apply to an individual Service Order Form or this Agreement in its entirety, in Masergy’s sole discretion.
6.3. Masergy reserves the right to immediately suspend or terminate Service in the event of any governmental prohibition or required alteration of the Service, or in any existing or anticipated emergency circumstance where injury to people or damage to property is reasonably possible, if Masergy determines, in good faith, that no other commercially reasonable actions will adequately protect such people, facilities or systems.
6.4. Customer may cancel or terminate this Agreement without payment of any liquidated damages charges or other termination charge of any kind or amount due to a Default of Masergy as described in Clause 6.1 above if such Default continues for more than thirty
Termination Remedies. Your license to Use the Licensed Material will terminate automatically if You fail to comply with the terms and condition of this ORC License. Your license will be reinstated, effective as of the date of termination, if You cure such violation on a going forward basis (without the obligation to destroy inventory on hand) within 60 days of Your discovery of the violation or if Licensor waives such violation in writing. No such termination shall affect, limit, or disrupt the rights of any Licensor or downstream licensee of any Licensed Material under any ORC License. Only the Licensor and Licensor’s upstream licensors under this ORC License (which You are deemed to be in privity herewith) may bring enforcement action against You hereunder. This constitutes a limitation on Licensor remedies with respect to the license grant in the Licensed Material hereunder; however, this ORC License neither limits Licensor’s remedies in any way with respect to Licensor’s Reserved Material, nor does it limit Licensor’s right to offer the Licensed Material or Reserved Material under separate terms or conditions.