Common use of Termination Remedies Clause in Contracts

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. Customer may If an Event of Default occurs -------------------- then, subject to section 15.15 hereof, Landlord shall have the right at any ------------- time to terminate a Purchase Order for any reason upon thirty (30) days’ this Lease by written notice or to Supplierterminate Tenant's right to possession of the Premises by written notice. Customer Upon such termination of this Lease or of Tenant's right to possession, Landlord shall pay Supplier for those conforming Products delivered have, in addition to Customer through all remedies available at law or in equity, the date full and immediate right to possession of the Premises and, to the extent permitted by law now or at such time, Landlord shall have the right to recover from Tenant all unpaid rent which had been earned at the time of termination, all unpaid rent for the balance of the term of this Lease after termination (less appropriate offsetsthe reasonable rental value of the Premises for such period, all discounted to then present value at 8.0% per annum), and all other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform all of Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including without limitation, a limited right to consequential damages. Supplier In order for Landlord to recover consequential damages against Tenant, the act or omission giving rise to such consequential damage claim must have been committed by Tenant in bad faith through willful misconduct. Absent a finding of such bad faith and willful misconduct on Tenant's part, Landlord waives any claim to consequential damages. In addition, and notwithstanding the foregoing to the contrary, Landlord's right to recover an award for damages, whether actual or consequential (excluding damages related to payment of Base Rent and additional rent) shall cease be limited to provide Products under and shall not exceed Two Hundred Million Dollars ($200,000,000.00). Further notwithstanding the Purchase Order on foregoing, the date of termination specified in such notice. Supplier maximum damages that Landlord may terminate recover for Base Rent and additional rent related to time periods following 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 this Lease or following termination of Tenant's right 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 Premises, shall be limited to three years of Base Rent 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 additional rent or that monetary damages will not afford an adequate remedyamount which Landlord is able to recover by applicable law, whichever is less.

Termination Remedies. Customer a. Without prejudice to any remedies provided in these Terms, the Order or by law or otherwise, upon Default, Buyer, in its sole discretion, may do any or all of the following: (i) immediately terminate a Purchase these Terms, the Order or any part thereof, and in such event, Vendor shall (at Buyer’s sole option and request) assign to Buyer any supply contracts, purchase orders and subcontracts relating to Goods; (ii) suspend payment until the Default has been remedied; and/or (iii) order all Goods under the Order to be stopped, or suspend the Order, and/or enter upon the premises to take possession of incomplete Goods wholly or partly from Vendor or any other person or entity that possesses such Goods or any part thereof. Additionally, upon such Default, Buyer may take one or more of the following actions: (i) purchase similar Goods elsewhere on such terms and in such manner as Buyer may deem appropriate and Vendor shall be liable to Buyer for any reason upon thirty excess costs occasioned by Buyer; (30ii) days’ written notice purchase materials, supplies, equipment and labor necessary to Supplier. Customer shall pay Supplier for those conforming Products delivered to Customer through complete Goods, and deduct 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 amount paid from any amounts not reasonably in dispute within sixty amount due Vendor; (60iii) days after Supplier notifies Customer in writing that payment is past due. Upon the expiration or termination of the Purchase Order for any reasonrequire Vendor to: (a) each party will be released from all obligations grant (and in such event, Vendor hereby grants) to Buyer a royalty-free, assignable and non-exclusive license to use and permit others to use, Vendor’s designs, processes, drawings, and technical data for completion of 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 terminationOrder; 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 transfer title and in accordance with Customer's instructions, will promptly (i) deliver to Customer all such Customer Confidential Information Buyer any completed and partially completed Goods; and/or Work Product, or (iiiv) 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 take any other right or remedy action under any Purchase Order or applicable law, these Terms or to which Customer is otherwise entitled the Order. If the damages and amount incurred by law. Supplier acknowledges and agrees that Buyer exceed 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 unpaid balance of the promises contained in the Purchase Order will result in irreparable and continuing damage Order, Vendor shall pay Buyer such excess within thirty (30) days after Buyer submits an invoice to Customer for which there will be no adequate remedy at lawVendor. In the event of such breachIN THE EVENT OF TERMINATION OR THE EXERCISE OF ANY REMEDIES UNDER THIS SECTION, Customer will be entitled to seek injunctive relief or specific performance without any requirement to post a bond or other securityBUYER SHALL BE LIABLE TO VENDOR FOR ONLY GOODS COMPLETED BY VENDOR AND ACCEPTED BY BUYER BUT NOT PAID FOR, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedyAND BUYER SHALL HAVE NO OTHER OBLIGATION OR LIABILITY TO VENDOR. ALSO, VENDOR SHALL BE LIABLE TO BUYER FOR ANY AND ALL COSTS INCURRED BY BUYER ARISING FROM SUCH TERMINATION, AND FROM THE EXERCISE OF ANY AND ALL RIGHTS AND REMEDIES PROVIDED TO BUYER UNDER THE ORDER AND APPLICABLE LAW, INCLUDING THE RIGHT OF SETOFF.

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 described in Section 10 of Customer the Agreement shall apply in the event of a material breach of this Schedule. In addition to such rights and remedies, in the event of a material breach of this Schedule by Customer, WIN may, without liability and without notice beyond the initial notice required in Section 10 of the Agreement: (i) suspend or discontinue Colocation Services ordered under the Purchase Order Agreement or WIN’s performance under this Schedule, (ii) collect liquidated damages as set forth in Section 11 of the Agreement, (iii) treat as abandoned, dispose of, or retain and these Terms are cumulative and not exclusive use, free of any rights or remedies claims thereto from Customer or anyone claiming by, through or under Customer, any or all of the Customer Equipment after Customer has been notified of its material breach and failed to which promptly cure such breach, and then only after twenty (20) calendar days prior written notice to Customer, and (iv) restrict Customer’s physical and electronic access to the Data Center and Customer is entitled by law. The exercise by Equipment except for the limited purpose of removal of the Customer Equipment after payment in full 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 and all amounts owed 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 lawWIN. In the event of such breachsuspension or discontinuance of Colocation Services due to a material breach by Customer, Customer will shall continue to be entitled liable for all fees and charges for any Colocation Services that are still in use by Customer and, in addition to seek injunctive relief all other fees due and payable, agrees to pay WIN’s then-current reinstallation fee. WIN shall have no liability for any damages that Customer may incur as a result of any suspension or specific performance without discontinuance of Colocation Services. Notwithstanding the foregoing, all of Customer’s rights with respect to the Colocation Services shall be terminated during any requirement period of suspension. Further, in the event Customer terminates this Schedule for any reason other than for cause, Customer shall pay WIN the liquidated damages as set forth in Section 11 of the Agreement; Customer shall pay to post a bond WIN an amount equal to one hundred percent (100%) of the MRCs remaining for the terminated Colocation Services, regardless of whether usage falls below fifty percent (50%) of the original contracted rate. Each remedy of WIN as provided for in this Section 4 shall be cumulative and concurrent and shall be in addition to every other remedy provided for in this Schedule or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedythe Agreement.

Termination Remedies. Customer may (a) Each party hereto shall have the right to terminate this Agreement due to a Purchase Order for breach by the other party of any reason upon term of this Agreement, including but not limited to, the representations, warranties and covenants set forth herein, following written notice of said breach to the breaching party and failure of the breaching party to cure a breach which is curable within thirty (30) days’ business days of receipt of the notice. Incurable breaches shall not be subject to the notice and cure provision and shall entitle Licensor to immediately terminate the Agreement, and shall include the following: (i) in the event that Licensee uses the Licensed Property contrary to Licensor's approval, commits any illegal or illicit act; (ii) Licensee permits the cancellation of any insurance coverage in which Licensor is a covered insured; (iii) Licensee takes any action which harms the value of the Licensed Prxxxxxy which is not capable of being cured by Licensee within thirty (30) business days of being notified by Licensor; and (iv) if any financial obligation of Licensee to Licensor is not satisfied within ten (10) business days of notice by Licensor to Licensee. Licensor may terminate this Agreement at any time by giving 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 Licensee 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 Licensee is involuntarily dissolved, makes an assignment for the other arising after the date benefit of expiration creditors, files a voluntary petition in bankruptcy 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 Licensor becomes aware that Licensee has committed any act or become involved in any situation or occurrence which, in the reasonable opinion of all Customer Confidential Information Licensor, brings Licensor or any Work Product in Supplier's possession andthe Licensed Property into public disrepute, 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 Productscandal or ridicule, or shocks or offends the community, or reflects unfavorably upon the Licensed Property which is not cured by Licensee within five (ii5) destroy all such Customer Confidential Information and certify in writing to Customer that it has complied with the requirements business days 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 being notified 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 remedyLicensor.

Termination Remedies. Customer Xxxxx may terminate a Purchase Order the Agreement, and/or any Service(s), for any reason upon thirty (30) days’ written notice to SupplierSeller. Customer Unless termination by Xxxxx is based on Seller’s failure to perform or other breach of the Agreement, filed petition in bankruptcy, insolvency, or dissolution (or equivalent thereof), or other legal cause, such termination resulting in Xxxxx owing nothing to Seller, Xxxxx shall pay Supplier Seller for the portion of the Services satisfactorily performed and those conforming Products Goods delivered to Customer Xxxxx through the date of termination, less appropriate offsets, including any additional costs to be incurred by Xxxxx in completing the Services. Supplier Seller shall cease to perform Services and/or provide Products Goods under the Purchase Order Agreement on the date of termination specified in such notice. Supplier Seller may terminate the Purchase Order Agreement upon written notice to Customer Xxxxx if Customer Xxxxx fails to pay Supplier any amounts not reasonably in dispute Seller within sixty (60) days after Supplier Seller notifies Customer Xxxxx in writing that payment is past due. Upon the expiration or termination of the Purchase Order Agreement 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 terminationexpiration; and (b) Supplier Seller will promptly notify Customer Xxxxx of all Customer Xxxxx Confidential Information or any Work Product in SupplierSeller's possession and, at the expense of Supplier Seller and in accordance with Customer's Xxxxx'x instructions, will promptly (i) deliver to Customer Xxxxx all such Customer Xxxxx 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 Xxxxx under the Purchase Order and these Terms Agreement are cumulative and not exclusive of any rights or remedies to which Customer Xxxxx is entitled by law. The exercise by Customer Xxxxx of any singular right or remedy will not preclude Customer Xxxxx from exercising any other right or remedy under any Purchase Order or these Terms the Agreement or to which Customer Xxxxx is otherwise entitled by law. Supplier Seller acknowledges and agrees that the obligations and promises of Supplier Seller under a Purchase Order the Agreement are of a unique unique, intellectual nature giving them particular value, and that Supplier. Seller's breach of any of the promises contained in the Purchase Order Agreement will result in irreparable and continuing damage to Customer Xxxxx for which there will be no adequate remedy at law. In law and, in the event of such breach, Customer Xxxxx will be entitled to seek injunctive relief relief, or a decree of 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 remedyperformance.