Common use of Termination by Xxxxx Clause in Contracts

Termination by Xxxxx. If Xxxxx is not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Purchase Requirement, Xxxxx may terminate any Purchase Order upon *** written notice. In the event Supplier has incurred costs in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three (3) Supplier Uncured Failures in any twelve (12) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty.

Termination by Xxxxx. If Xxxxx is not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than *** (***) days. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Annual Purchase RequirementRequirement each Contract Year and the Monthly Minimum Supply Requirement each calendar month, Xxxxx may terminate any Purchase Order upon *** (***) Business Days written notice. In the event Supplier has incurred costs in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b2.1(c)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify specifiy the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** (***) days after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** (***) day period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three *** (3***) Supplier Uncured Failures in any twelve *** (12***) month period. Xxxxx’x sole and exclusive damages in case of such termination shall be limited to $*** per short ton of Minimum Supply Product that Supplier is obligated to deliver and remains undelivered for the remaining Term of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not pg. 11 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penalty.

Termination by Xxxxx. If Xxxxx is not then in breach Seller's failure to comply strictly with all terms and conditions of this Agreement giving rise Purchase Order shall entitle Buyer to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Purchase Requirement, Xxxxx may terminate any Purchase Order upon *** written notice. In for default and to do one or more of the event Supplier has incurred costs in executing the following, all of Seller's expense: take possession and exercise of rights of ownership of all Goods which can be identified to this Purchase Order up or which are capable of being used, whether such Goods are at the Project site, on Seller's property, or otherwise and regardless of whether title has previously passed to terminationBuyer; procure Goods, Xxxxx in whole or in part, elsewhere; use Seller's forms, molds, dyes, jigs, scaffolding and other materials and equipment necessary to make, deliver, and/or install Goods; and perform or arrange with others to perform all unfulfilled obligations of this Purchase Order. Seller shall reimburse Supplier for pay all of Buyer's costs, expenses, and damages of whatever nature including, without limitation, attorneys' fees and consequential damages, arising from or attributable to said failure. Buyer shall also have such documented costsrights and remedies as are allowed by law. In the event of Supplier’s failure termination for default, Seller shall not be entitled to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify the nature of such failure with particularity and in reasonable detail, including the specific provision further payments until all requirements of this Agreement Purchase Order have been fully satisfied, and then only to which such purported failure relatesthe extent the unpaid Purchase Order balance exceeds all costs, expenses, and damages incurred by Buyer in completing the Purchase Order and any further damages of whatever nature that Buyer may have sustained as a result of Seller's default. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have Buyer reserves the right to terminate this Agreement if Supplier Purchase Order for Buyer's convenience without any breach or fault by Seller. Buyer may exercise its right of convenience termination at any time upon notice to Seller and with respect to all or any part of this Purchase Order. If this Purchase Order is terminated for Buyer's convenience, Seller shall be paid either (a) the proportion of the Purchase Order price for conforming Goods for which Seller has more than three obtained written proof of delivery and acceptance signed by Buyer or (3b) Supplier Uncured Failures Seller's actual and documented costs of producing acceptable Goods plus a single markup of 10%, whichever is greater. If Buyer terminates the Purchase Order for default but it is determined that Seller was not in any twelve (12) month period. Xxxxx’x default as of the termination, the termination will be regarded as for Buyer's convenience and Seller's sole and exclusive remedy against Buyer shall be amounts payable under the convenience termination provisions above. In no event shall Seller be entitled to anticipated or lost profits nor to payment for portions of this Purchase Order which have not been performed nor to special, consequential, or exemplary damages in case alleged to have resulted from Xxxxx's breach or termination of such this Purchase Order. Regardless of whether the termination is for Seller's default or for Buyer's convenience, all Goods completed or partially completed prior to termination shall be limited to $*** per short ton of Minimum Supply Product that remains undelivered for become the remaining Term Buyer's property or, at Buyer's option, the salvage value of the Agreement after the filling Goods may be deducted from any amount due Seller by reason of termination. Buyer reserves all outstanding Purchase Orders. The Parties acknowledge rights and agree that remedies provided by law, in the event of a breach under this Section 8.2, the damages would be difficult if not impossible addition to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penaltythose set forth herein.

Termination by Xxxxx. If Xxxxx is Buyer shall not then in breach of this Agreement giving rise to an event of termination, this Agreement may be immediately terminated for breach if Supplier fails to produce and deliver Products that meet the Specifications for a period of more than ***. Upon such breach, Xxxxx may terminate this Agreement immediately by giving written notice of termination to Supplier. Subject to fulfilling its obligations to purchase the Minimum Purchase Requirement, Xxxxx may terminate any Purchase Order upon *** written notice. In the event Supplier has incurred costs in executing the Purchase Order up to termination, Xxxxx shall reimburse Supplier for such documented costs. In the event of Supplier’s failure to perform any of its material obligations under this Agreement (including failure to deliver agreed upon amounts of Product and not making up the Supply Shortfall as contemplated by Section 2.1(b)), Xxxxx shall promptly give Supplier notice thereof. Such notice shall specify the nature of such failure with particularity and in reasonable detail, including the specific provision of this Agreement to which such purported failure relates. Supplier shall use commercially reasonable efforts to cure or otherwise remedy the failure specified in such notice within *** after its receipt of such notice. A failure specified in such notice that Supplier does not cure or otherwise remedy in such *** period shall be deemed a “Supplier Uncured Failure”. Xxxxx shall have the right to terminate this Agreement if Supplier has more than three the Contract Documents except to the extent that HICO materially fails or materially defaults in the performance of any material obligation or covenant under the Contract Documents and HICO does not either correct or substantially cure such material failure, material default, or material breach, or submits and commences to perform under and diligently pursue, a corrective action plan with respect to any such material failure, material default or material breach, within sixty (360) Supplier Uncured Failures in any twelve (12) month period. Xxxxx’x sole days from and exclusive damages in case after XXXX's receipt of written notice from Buyer of such material failure, material default or material breach. In the event that Buyer terminates the Contract Documents for a material failure, material default or material breach by HICO that is not cured or a corrective action plan being diligently pursued by HICO in accordance with the preceding sentence, then, notwithstanding anything else to the contrary contained in the Contract Documents, Buyer shall promptly pay HICO for all Work rendered to the termination date and for any direct costs and overhead (but not including anticipated profits) incurred by HICO as a result of any such termination, which shall include reimbursement for all commitments, obligations or payments due and owing from HICO to any subcontractor, supplier or vendor with respect to the Work and the Contract Documents. In the event that Buyer terminates the Contract for any other reason other than the HICO’s failure to cure or commence a corrective action plan with respect to any material failure, default or breach as provided in this Section 16(b), then, notwithstanding anything else to the contrary contained in the Contract Documents, Buyer shall promptly pay HICO for all Work under the Contract Documents, which payment shall include an amount for all direct costs, anticipated profits and overhead related to the Work, and reimbursement for all commitments, obligations or payments due and owing from HICO to any subcontractor, supplier or vendor with respect to the Work and the Contract Documents. Buyer expressly acknowledges that any equipment that comprises the Work is deemed to be limited to $*** per short ton considered as specially manufactured by HICO for Buyer for purposes of Minimum Supply Product that remains undelivered for the remaining Term any treatment under any applicable provisions of the Agreement after the filling of all outstanding Purchase Orders. The Parties acknowledge and agree that in the event of a breach under this Section 8.2, the damages would be difficult if not impossible to quantify, and accordingly, such payment shall be for liquidated damages and not as any form of penaltyUniform Commercial Code.