Breach Default and Remedies. 18.1 Licensee Project-, Sales Facility-, and Member Service Center-Level Breaches, Defaults, and Remedies.
A. The Project-, Sales Facility-, and Member Service Center-level breaches listed in (i) through (viii) below are deemed to be material breaches for which Licensee may be placed in default with respect to any Project, Sales Facility, or Member Service Center, as applicable, hereunder if (x) Licensor gives Licensee notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensor in its sole discretion or required by Applicable Law) and (y) Licensee fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 18.1.A. If Licensee fails to cure the breach and is placed in default, then Licensor may exercise the applicable remedy for the specific default as set forth below:
(i) If execution is levied against any Project or Licensee in connection with such Project in connection with a final, non-appealable judgment for the payment of an amount in excess of $10,000,000 (as adjusted annually after the Effective Date by the GDP Deflator), or a suit to foreclose any lien, mortgage, or security interest (except for foreclosures with respect to consumer financing on Member interests in Xxxx-Xxxxxxx Destination Club Units or Xxxx-Xxxxxxx Residential Units and except for mechanics liens that are placed on such Project in the ordinary course of business) on such Project or any property necessary for the operation of such Project in accordance with Brand Standards, is initiated and not vacated within ninety (90) days, then Licensor may issue of notice of breach to Licensee with respect to such Project. Licensee shall have thirty (30) days following notice of breach to post a bond or provide other financial assurances reasonably acceptable to Licensor that such Project can continue to operate as part of the MVW Xxxx-Xxxxxxx Business in accordance with this Agreement. If Licensee fails to obtain such bond or provide adequate financial assurances, then Licensor may issue a notice of default and terminate Licensee’s rights to operate such Project as part of the MVW Xxxx-Xxxxxxx Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 18.1.B;
(ii) Except where the failure to meet the applicable thresholds for performance under the Quality Assurance Audit System at such Project is as a result o...
Breach Default and Remedies. 12 21.1 Default ..................................................... 12 21.2 Remedies .................................................... 12
Breach Default and Remedies a. Tenant shall be deemed to be in default if any one or more of the following events occurs at any time:
i. Tenant fails to pay any amount of rent, or CAM Fee or other money that is due, at the time it is due and payable, and such failure continues for five (5) days after written notice of such default from Landlord.
ii. Tenant violates or fails to perform any of Tenant’s obligations, commitments, promises, terms, guaranties, covenants, conditions, or rules expressed in this Lease, and such violation or failure continues for thirty (30) days after written notice of such default from Landlord.
iii. An assignment is made of the Tenant’s property for the benefit of creditors.
iv. Abandonment of any portion of the Property or the closing of Tenant’s business.
v. The filing by or against the Tenant, or any Guarantors, of any proceedings under the federal bankruptcy act or any similar law and the failure to secure a discharge of the same within thirty (30) days.
vi. The adjudication of the Tenant or any Guarantors as bankrupt or insolvent in proceedings filed under the federal bankruptcy act or any similar law.
vii. The appointment of a receiver or trustee for the Tenant, any Guarantors or any of the assets of the Tenant.
b. Upon any event of default and Tenant’s failure to timely cure such default, Landlord may exercise any one, or more, or all of the following rights and remedies, in Landlord’s sole discretion:
i. Landlord may terminate the Tenant’s lease of the Property;
ii. Landlord may terminate Tenant’s right to possession of the Property;
iii. Landlord may require Tenant to pay to Landlord all amounts of rent that have become due and payable as of the date of termination, including any interest on delinquent amounts at the rate of twelve (12%) per annum, or the legally allowed maximum rate if that be lower;
iv. Landlord may require Tenant to pay to Landlord an amount equal to all damages resulting from Xxxxxx’s default including, but not limited to:
1. All future rent owed by Tenant for the remainder of the Lease term then in effect;
2. All costs incurred by Landlord in obtaining possession of the Property;
3. All costs of Landlord in removing and/or storing items that are abandoned by Tenant on the Property;
4. All expenses of re-leasing the Property such as brokerage fees, advertising costs, cleaning expenses, repair costs, expenses to return the Property to rentable condition;
5. All damages to the Property improvements, fixtures, equipment, site, bui...
Breach Default and Remedies. 19.01 Me following shall constitute events of default:
(a) Tenant's failure to pay rent or any other amount due under this Lease within five (5) days after notice of nonpayment; provided, however, that such failure shall constitute an event of default without notice if Landlord has given notice of a similar failure more than two (2) times within the previous twelve (12) months.
(b) Tenant's failure to execute, acknowledge and return an estoppel certificate under Article 16, within fifteen (15) days after request.
(c) Tenant's failure to perform any other obligation under this Lease within fifteen (15) days after notice of nonperformance; provided, however, that such failure shall constitute an event of default without notice if Landlord has given notice of a similar failure more than two (2) times within the previous twelve (12) months; and further provided that if the breach is of such a nature that it is reasonably curable but cannot be cured within such fifteen (15) day period, Tenant shall have such additional time as is reasonably necessary to cure such default only if and so long as such cure is commenced promptly and diligently pursued to completion; and further provided that in the event of a breach involving an imminent threat to health or safety, Landlord may in its notice of breach reduce the period for cure to such shorter period as may be reasonable under the circumstances.
(d) Tenant vacates, abandons, or otherwise ceases to use the Premises on a substantial continuing basis except temporary absence excused by reason of fire, casualty, failure of Building services or other cause wholly beyond Tenant's control.
(e) Any goods, chattels or equipment of Tenant is taken in execution ' or in attachment or if a writ of execution is issued against Tenant or Tenant or any guarantor becomes insolvent or commits an act of bankruptcy or becomes bankrupt or takes the benefit of any statute that may be in force for bankrupt or insolvent debtors or becomes involved in voluntary or involuntary winding-up proceedings or if a receiver shall be appointed for the business, property, affairs-or revenues of Tenant or any guarantor (provided, however that in the case of involuntary proceedings, Tenant shall have sixty (60) days to cause them to be dismissed), or Tenant makes a bulk sale of its goods or moves or commences, attempts or threatens to move its goods, chattels and equipment out of the Premises other than in the normal course of its business.
19.02 Upon t...
Breach Default and Remedies. (a) Breach by County. County is in breach or default of this Use Agreement if it fails to perform any of duties or obligations of this Use Agreement. The Representative must give the County written notice of the breach or default. If the County fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days the Representative may at its option:
(i) Withhold monthly use fee payments until the breach or default is cured or corrected;
(ii) Terminate the Use Agreement by providing written notice of intent to terminate and the effective date of termination;
(iii) Take reasonable action necessary to correct the breach or default and deduct the costs incurred by the Representative from payments due or to become due under this Use Agreement; or
(iv) Take other legal action as provided by law for breach or default of this Use Agreement.
(b) Breach by the Representative. The Representative is in breach and default under this Use Agreement if the Representative fails to make payments when due or fails to timely perform its duties and obligations under this Use Agreement. The County must give the Representative written notice of the breach or default. If the Representative fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days the County may at its option:
(i) Terminate the Use Agreement by providing written notice of intent to terminate and the effective date of termination.
(ii) Take other legal action as provided by law for breach or default of this Use Agreement.
Breach Default and Remedies. 17
7.1 Tenant’s Default 17 7.2 Landlord’s Remedies 18 7.3 Waiver of Breach 19 7.4 Force Majeure 19 7.5 Landlord’s Equity in Project 20 7.6 Damage or Theft of Personal Property 20 7.7 Landlord’s Lien 20 7.8 Indemnification by Tenant 20
Breach Default and Remedies. 14 20. NOTICES...........................................................15 21.
Breach Default and Remedies. Lessee is in breach and default under this Lease Agreement if Lessee fails to timely perform its duties and obligations under this lease. Lessor must give the Lessee written notice of the breach or default. If Xxxxxx fails or refuses to remedy the condition of the breach or default for a period of thirty (30) days Lessor may terminate this Lease Agreement by providing written notice of intent to terminate and the effective date of termination. The failure of Lessor to enforce rights provided in this Lease Agreement will not act as a waiver of the right to enforce such rights in the future.
Breach Default and Remedies. 43 11.1 EVENTS OF BREACH 43 11.2 EVENTS OF DEFAULT 46 11.3 RIGHT TO TERMINATE UPON DEFAULT 47 11.4 POSSESSION OF PROPERTY UPON TERMINATION 48 11.5 THE CITY’S REMEDIES CUMULATIVE: SPECIFIC PERFORMANCE 48 11.6 EXCUSE FROM PERFORMANCE 48 11.7 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 50 11.8 THE CITY’S RIGHT TO PERFORM UPON DEFAULT 50 11.9 CONTRACTOR SHALL PROTECT FRANCHISE 51 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES 51 12.1 RELATIONSHIP OF PARTIES 51 12.2 COMPLIANCE WITH APPLICABLE LAW 52 12.3 GOVERNING LAW 52 12.4 JURISDICTION 52 12.5 CONTRACTOR ASSIGNMENT 52 12.6 MEDIATION AND BINDING ARBITRATION 54 12.7 SUBCONTRACTING 55 12.8 BINDING ON SUCCESSORS 55 12.9 TRANSITION TO THE NEXT CONTRACTOR 55 12.10 PARTIES IN INTEREST 55 12.11 WAIVER 55 12.12 CONDEMNATION 55 12.13 NOTICE 56 ARTICLE 13. MISCELLANEOUS AGREEMENTS 56 13.1 ENTIRE AGREEMENT 56 13.2 SECTION HEADINGS 56 13.3 REFERENCES TO LAWS 56 13.4 REFERENCE TO DAYS 56 13.5 INTERPRETATION 57 13.6 AMENDMENT 57 13.7 SEVERABILITY 57 13.8 COUNTERPARTS 57 13.9 MISCELLANEOUS 57 13.10 EXHIBITS 59 Appendix 1 – Alameda County Industries, Inc. - Qualifications, Ownership, and Responsibilities of Active Shareholders Appendix 2 – Refuse from City Facilities and City Events Exhibit A – Rate Comparison Process at 5, 10, and 15 Years Exhibit B – Inventory of Equipment Exhibit C – Form of Promissory Note Exhibit D – Transition Plan Exhibit E – Operational Standards Exhibit F – Schedule of Rates Exhibit G – Construction and Demolition Debris Model Ordinance Exhibit H – Performance Bond
Breach Default and Remedies. A. If, at any time, either party determines that the other has failed to perform a material term or provision of this Agreement, then that party shall provide written notice specifying in detail the nature of the alleged breach and the manner in which the breach may be satisfactorily cured. Notice shall also be provided to the District co-administrator via email.
B. Upon receipt of the notice of breach, the alleged breaching party shall promptly commence to cure, correct or remedy the identified breach at the earliest reasonable time after receipt of the notice of breach and shall complete the cure, correction or remedy of such breach promptly and within forty-five (45) days after receipt of the notice. However, if the breach is not reasonably susceptible of being cured within forty-five (45) days, then a default shall exist only if the cure of the breach is not commenced within the forty-five (45) day period or thereafter is not diligently prosecuted to completion. To facilitate a resolution of the alleged breach, if the breach has not been cured immediately upon notice, the City Manager and the Superintendent, or their representatives, shall meet within ten (10) days of any notice of breach to attempt to find an appropriate cure for the breach and to otherwise resolve the parties’ disputes.
1. Whether or not a breach is cured within the cure period, if a breach occurs for any reason other than mechanical failure or Force Majeure, and the breach results in the cancellation of a scheduled City use or the inability of the public to access the District Facilities at a time when the District Facilities are to be made available pursuant to this Agreement, then the City may deduct the greater of one and a half times the loss of revenue to the City due to the City’s displacement, or one hundred seventy five dollars ($175) from the next payment due to the District for each day that that the City use was displaced or the District Facilities were unavailable to the public. In the event that the City deducts payment, the City shall provide the District with documentation of the expenses and/or loss of revenue caused by the displacement.
2. If a breach by the District is not cured within the cure period provided above, then the City may deduct the greater of one and a half times the loss of revenue to the City due to the City’s displacement, or seven hundred fifty dollars ($750) from the next payment due to the District for each day that the breach remains uncured af...
