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Breach of Agreement Termination Sample Clauses

Breach of Agreement Termination. Tufts may terminate this Agreement at any time, in whole or in part and at the convenience of Tufts, upon not less than thirty (30) days’ written notice to Service Provider. Upon any termination of this Agreement, Service Provider shall stop work promptly and shall deliver to Tufts all Tufts’ proprietary information, Tufts Property and such work in process or completed articles as Tufts may request. Tufts shall have no liability to Service Provider beyond payment for goods provided to and services properly performed and rendered to and accepted by Tufts prior to the effective date of any notice of termination and for such additional articles specifically requested by and delivered to Tufts. In any case where the Service Provider has failed to deliver or has delivered non-conforming goods or services (with time being deemed of the essence with respect to adherence to any timetable agreed to in writing by Service Provider in the Agreement or in any specifications issued by Service Provider), Tufts may deliver a "Notice to Cure" to Service Provider, citing the instances of noncompliance. Service Provider shall have ten (10) days to reply to the Notice to Cure and indicate why the Agreement should not be terminated and recommend remedies to be taken. A. If Service Provider and Tufts reach an agreed upon solution, Service Provider shall then have thirty (30) days after such agreement (the “Cure Agreement”) is reached to cure the noncompliance cited in the Notice to Cure. B. If a mutually agreed-upon solution cannot be reached within ten (10) days after receipt of Notice to Cure by Service Provider, Tufts reserves the right to terminate this Agreement. C. If the mutually agreed upon solution is not implemented to Tufts’ reasonable satisfaction within thirty (30) days from the date of the Cure Agreement, Tufts reserves the right to terminate the Agreement. The occurrence of any of the following events, unless consented to by Tufts in writing, shall be deemed a breach of the Agreement by Service Provider, without Tufts being required to give Service Provider an opportunity to cure: (i) Service Provider becomes insolvent or makes an assignment for the benefit of creditors; or a receiver or similar officer is appointed to take charge of all or part of Service Provider’s assets and such condition(s) is not cured within thirty (30) days; or (ii) Service Provider violates the provisions of Section 14 of this Agreement (Insurance). In the event of any termination for co...
Breach of Agreement Termination. 6.1 Licensor may without prejudice to its other remedies terminate this Agreement immediately by notice in writing to Licensees on or after the occurrence of any of the following: (a) the commission of one or more material breaches of this Agreement by any Licensee which are not capable of remedy; (b) the commission of a material breach of this Agreement by any Licensee which is capable of remedy (a "Remediable Breach") which shall not have been remedied within a period of one (1) month after the party in breach has been given notice in writing specifying such Remediable Breach and requiring it to be remedied; provided, however, that such one-month period shall be extended for such additional period, not to exceed thirty (30) days, as shall be reasonably necessary if that Remediable Breach is incapable of remedy within that one-month period and during that one-month period the party in breach shall diligently endeavor to remedy that Remediable Breach, but only if such extension would not reasonably be expected to have a material adverse effect on the validity of the Licensed Marks. (c) the bankruptcy or insolvency of, a general assignment for the benefit of creditors or similar event by, or the appointment of a trustee, receiver or similar person for the Licensees. 6.2 Except as set forth in Section 6.1 herein, in no event shall any party to this Agreement have the right to terminate this Agreement or the rights granted hereunder during the Term. Except as set forth in Section 6.1 herein, in the event that either Licensee has committed a material breach of this Agreement, Licensor shall be entitled to all legal remedies (except termination of this Agreement) and injunctive or other equitable relief as a remedy for any such breach (including, without limitation, enjoining any of Licensee's actions that are in breach of this Agreement). 6.3 Upon a termination of this Agreement with respect to a Licensee, such Licensee shall, at Licensor's election, either deliver to Licensor all materials that include the Licensed Marks, including, but not limited to, advertisements, brochures, letterhead stationery and regulatory forms, or certify that such materials have been destroyed. 6.4 Upon the termination of this Agreement, the rights and obligations of the parties shall terminate, except that the provisions of Articles 7, 8 and 9 shall survive termination of this Agreement. Expiration or termination of this Agreement shall not discharge, affect or modify any rights ...
Breach of Agreement Termination a) Any of the following events shall be deemed an event of default: (i) Contractor does not fulfill its obligations to [deliver and install software/equipment – summarize Deliverables] in accordance with the dates in the Specification of Services; (ii) The Deliverables, when installed/received, do not meet the specifications set forth herein; (iii) The Contractor is in default of any covenant, representation, warranty and/or agreement set forth herein; (iv) Any proceeding in receivership, liquidation or insolvency is commenced against Contractor or its property, and is not dismissed within 30 days, or (v) Contractor violates the provisions of Sections 5 or 8 of this Agreement. In any such event, University may terminate this Agreement on written notice to Contractor, specifying the default. b) In any case where Contractor has failed to perform or has delivered non-conforming goods or services, University may deliver a “Notice to Cure” to Contractor, detailing the instances of noncompliance. Contractor shall have 10 days to reply and recommend remedial action. If Contractor and University agree, Contractor shall have 30 days after receipt of the Notice to cure the noncompliance. If a solution cannot be reached within 10 days after Contractor’s receipt of the Notice, University may terminate this Agreement. c) The University may terminate this Agreement, in whole or in part, at its convenience, on no less than thirty 30 days’ written notice to Contractor. d) On any termination of this Agreement, Contractor shall stop work, terminate all subcontracts and deliver to University all Confidential Information, University property, works for hire and such work in process as the University may request. University shall have no liability to Contractor beyond payment for Services rendered to and accepted by University prior to the effective date of the termination. Contractor may recover actual cancellation costs incurred before the effective date of termination if Contractor submits a claim for such costs, supported by third party invoices, to University within thirty (30) days of receipt of the termination notice. Contractor shall make available to University for inspection all inventory, books and records related to the reimbursement claim. The remedies provided herein with respect to any termination are exclusive and in lieu of any other remedies available at law or equity. e) Any cancellation or termination by University, whether for default or otherwise, shall b...
Breach of Agreement Termination. Arronax may terminate this Agreement before the expiry of the contract period: 14.1 By giving the Merchant One (1) month’s written notice without necessarily stating the reason for the termination. This is subject to liabilities and costs already incurred till date being settled in full. Upon the termination of this Agreement the Merchant shall remove all decals and other promotional materials from its premises and return the same to Arronax together with all stationery and equipment supplied to it by Arronax. Termination shall not affect obligations and warranties in respect of Card Transactions already effected under the provisions of this Agreement. 14.2 Arronax may terminate the Agreement immediately without giving prior notice on the follwing instances: i. In the event of suspected terrorist financing,‌ ii. In the event of suspected money laundering, iii. In the event of suspected human trafficking activities iv. In the event of multiple card trials/transactions on the same card v. In the event of an infringement vi. In the event of Fraud as determined by Xxxxxxx vii. In the event of force Majeure viii. By order of the regulator i. Immediately rescind the use of the facility; ii. To debit the Merchant's Account or deduct from the deposit any refund claimed and or any other monies such as commissions owing to Arronax; iii. In the event that there are no sufficient funds no account with Arronax or there is insufficient funds available therein to claim from the merchant or that the deposit is inadequate to compensate Arronax for any refund claimed and or any other monies such as commissions that may be owed by the merchant, the Merchant undertakes to pay the same; iv. Should the Merchant fail to pay any of the monies owing to Arronax as mentioned hereinabove, then Arronax be unable to pay that it would forth with become indebted to Arronax and on demand by or on behalf of Arronax pay to Arronax the amount of the refund to the extent to which such funds or deposit proves inadequate.
Breach of Agreement Termination. Any breach of one or more of the provisions of this License Agreement shall result in immediate termination of this License Agreement. You shall then immediately discontinue use of and return all copies of the Software, manuals and documentation to Concept Software, Inc. or supply a certificate of destruction of all copies. All provisions of this License Agreement that protect the rights of Concept Software, Inc. shall survive termination.
Breach of Agreement TerminationIn the event of substantial breach of the Agreement the non-breaching Party shall be entitled to terminate the Agreement with or without a notice discretionally determined by the non-breaching Party.
Breach of Agreement Termination a) Any of the following events shall be deemed an event of default: (i) Contractor does not fulfill its obligations in accordance with the dates, terms and conditions established in the Specification of Services and any attachments; (ii) The Deliverables, when installed/received, do not meet the specifications set forth herein; (iii) The Contractor is in default of any covenant, representation, warranty and/or agreement set forth herein; (iv) Any proceeding in receivership, liquidation or insolvency is commenced against Contractor or its property, and is not dismissed within 30 days, or (v) Contractor violates the provisions of Paragraphs 5 or 14 of this Agreement. In any such event, University may terminate this Agreement on written notice to Contractor, specifying the default. b) In any case where Contractor has failed to perform or has delivered non-conforming goods or services, University may deliver a “Notice to Cure” to Contractor, detailing the instances of noncompliance. Contractor shall have ten
Breach of Agreement Termination 

Related to Breach of Agreement Termination

  • Early Termination and Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

  • BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Material Breach or Early Termination Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions: A. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application; B. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement; C. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application; D. Applicant failed to pay the average weekly wage of all jobs in the county in which District’s administrative office is located for all Non-Qualifying Jobs created by Applicant; E. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement; F. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement; G. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement; H. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement; I. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form; J. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement; K. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor’s Office to have access to Applicant’s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant’s Qualified Property; L. Applicant failed to comply with a request by the State Auditor’s office to review and audit the Applicant’s compliance with the Agreement; M. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or N. Applicant fails either to: i. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or ii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059.

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Survival on Termination The following Paragraphs and Articles shall survive the termination of this Agreement: (a) Article 4 (REPORTS, RECORDS AND PAYMENTS); (b) Paragraph 7.4 (Disposition of Licensed Products on Hand); (c) Paragraph 8.2 (Indemnification); (d) Article 9 (USE OF NAMES AND TRADEMARKS); (e) Paragraph 10.2 hereof (Secrecy); and (f) Paragraph 10.5 (Failure to Perform).

  • Termination of Agreement; Survival (a) The Underwriters may terminate their obligations under this Agreement, by notice to the Depositor, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, Xxxxx Fargo Bank or any other Mortgage Loan Seller whether or not arising in the ordinary course of business, (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which is such as to make it, in the reasonable judgment of any Underwriter, impracticable or inadvisable to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates, (iii) if trading in any securities of the Depositor or of Xxxxx Fargo Bank has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or on the NASDAQ National Market or the over the counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities, or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of such Underwriter, impractical to market the Registered Certificates or to enforce contracts for the sale of the Registered Certificates. (b) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party, except as provided in Section 11 or Section 12(c) hereof. (c) The provisions of Section 5(e) hereof regarding the payment of costs and expenses and the provisions of Sections 8 and 9 hereof shall survive the termination of this Agreement, whether such termination is pursuant to this Section 12 or otherwise.

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.