Termination on Default The Authority may terminate this Framework Agreement by serving written notice on the Supplier with effect from the date specified in such notice where the Supplier commits a Material Default and if: 26.8.1 the Supplier has not remedied the Material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Material Default and requesting it to be remedied; or 26.8.2 the Material Default is not, in the reasonable opinion of the Authority, capable of remedy.
H2 Termination on Default H2.1 The Authority may terminate the Contract by written notice in accordance with clause A5.2 (Notices) to the Contractor with immediate effect if the Contractor commits a Default and if:
Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.
Upon Default Landlord shall have the right to pursue any one or more of the following remedies: (a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant’s Default, including, without limitation, all Costs of Reletting (defined below) and any deficiency that may arise from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant.
Additional Events of Default Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the following also shall constitute an “Event of Default:” (a) default in the payment of the principal of or any premium on the Notes at Maturity; (b) there shall occur a default under any bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument of the Company (including a default with respect to Securities of any series other than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Subsidiaries in an aggregate amount (excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of $10,000,000 for a period of 30 consecutive days. Section 4.2 Notwithstanding any provisions to the contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 502 of the Indenture, the amount immediately due and payable in respect of the Notes shall equal the Outstanding principal amount thereof, plus accrued and unpaid interest, plus the Make-Whole Amount.
Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."
Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that the non-defaulting Party notifies the defaulting party in writing of the alleged default and that the defaulting Party does not cure the alleged default within sixty (60) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party's insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party's refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation any of the material terms or conditions of this Agreement.
Termination; Default We may reduce the Credit Limit or terminate your ability to receive further credit under this Agreement at any time without notice. You may terminate your ability to receive further credit under this Agreement by giving us notice of termination and returning to us all Cards and Credit Devices. Termination by you will be effective on the date we receive written notice from you along with the Cards and Credit Devices (unless they are lost or stolen, in which case you agree to sign an affidavit to that effect and stating that no credit received after the date of loss or theft was authorized by you).
Remedies of the Trustee and Securityholders on Event of Default Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default 16 Section 5.02 Collection of Debt by Trustee; Trustee May Prove Debt 18 Section 5.03 Application of Proceeds 20 Section 5.04 Suits for Enforcement 21 Section 5.05 Restoration of Rights on Abandonment of Proceedings 21 Section 5.06 Limitations on Suits by Securityholders 21 Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits 22 Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default 22 Section 5.09 Control by Holders of Securities 22 Section 5.10 Waiver of Past Defaults 23 Section 5.11 Trustee to Give Notice of Default 23 Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs 23
Succession upon Default With respect to the Trust Fund, each of the following events shall constitute an Event of Default by Xxxxxx Xxx: (i) any failure by Xxxxxx Mae to distribute to Holders of Certificates of any Class any payment required to be made under the terms hereof which continues for a period of fifteen days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Xxxxxx Xxx by the Holders of Certificates of such Class representing Certificate Balances aggregating not less than 5% of the related Class Balance; or (ii) failure on the part of Xxxxxx Mae duly to observe or perform in any material respect any other of the covenants or agreements on the part of Xxxxxx Xxx in the Certificates or in this Trust Agreement which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Xxxxxx Mae by the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the aggregate of the Class Balances; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Xxxxxx Xxx and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (iv) Xxxxxx Mae shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to Xxxxxx Xxx or to all or substantially all of its property; or (v) Xxxxxx Mae shall admit in writing its inability to pay its debts generally as they become due, file a petition to invoke any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. Upon the occurrence of an Event of Default, and so long as such Event of Default shall not have been remedied, the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the related Class Balance may (a) terminate all obligations and duties of Xxxxxx Xxx hereunder in its corporate capacity (other than its continuing guaranty obligations as set forth in Section 3.03) and as Trustee, and (b) name and appoint a successor or successors (in case such Holders of Certificates shall appoint a separate Person to act as Trustee) to succeed to and assume all of such obligations (other than its guaranty obligations as set forth in Section 3.03) and duties and to the legal title to the Underlying REMIC Certificates and other assets comprising the Trust Fund. Such actions shall be effected by notice in writing to Xxxxxx Mae and shall become effective upon receipt of such notice by Xxxxxx Xxx and the acceptance of such appointment by such successor or successors. On and after the receipt by Xxxxxx Mae of such written notice and the acceptance by the successor or successors to Xxxxxx Xxx, all obligations (other than its continuing obligations as set forth in Section 3.03) and duties imposed upon Xxxxxx Mae in its corporate capacity and in its capacity as Trustee under this Trust Agreement shall pass to and vest in the successor or successors named in the notice, and such successor or successors shall be authorized, and hereby are authorized, to take all such action and execute and deliver all such instruments and documents on behalf of Xxxxxx Xxx, as attorney in fact or otherwise, as may be necessary and appropriate to effect the purposes of such written notice, including, without limitation, the transfer of legal title in and to the Underlying REMIC Certificates comprising the Trust Fund and all proceeds and avails thereof then held by Xxxxxx Mae.
