Common use of Cancellation, Termination and Suspension Clause in Contracts

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 26 contracts

Samples: General Conditions of Purchase, Purchase Order, Purchase Order Terms and Conditions

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Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 10 contracts

Samples: Purchase Order, Purchase Order, Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any toany voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to failureto pay any indebtedness which is due and payable and which failure is not remedied within 60 within60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 3 contracts

Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Ordera purchase order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: : (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; ; (b) the cancellation, suspension or other revocation of licenses, permits or authorizations necessary for such other party to conduct its business in accordance with this Order; (c) such other party makes any materially false or misleading statement, representation or claim; ; (cd) such other party fails to prosecute the work so as to endanger performance of this Order; ; (de) dissolution or liquidation of such other party; and/or and/or (ef) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by the Seller or resulting from the Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof. Any amounts due Seller for Products, goods, work and other items delivered or provided by Seller in full compliance with the terms of this Order prior to such event shall be subject to set-off of Buyer’s additional costs of completing this Order and other damages incurred by Xxxxx as a result of Seller’s actions or omissions. For purposes of calculating any volume incentive, any orders cancelled by Xxxxx as a result of late delivery or other breach of this Order will be counted as made, delivered and purchased by Xxxxx. Buyer reserves the right, from time to time, upon written notice to Seller to suspend and reinstate execution of the whole or any part of this Order without invalidating any provision of this Order.

Appears in 2 contracts

Samples: Purchase Order, Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (cclaim;(c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.. 取消、终止和中止:买方保留取消本订单中未交付部分的全部或任何部分的权利。如果另一方严重违反本订单的任何条款或条件,或发生以下任何事件,买方或卖方可在任何时候以书面通知的形式立即终止本订单。(a)该另一方为债权人的利益进行转让,或受制于任何自愿或非自愿的省级或联邦级破产管理、无力偿债或破产程序,或在义务到期时没有能力履行或书面承认其不能履行义务。该另一方经营其业务所需的执照、许可或授权被取消、中止或撤回;(b)该另一方作出任何重大的虚假或误导性的陈述、声明或主张。(c) 该另一方未能开展工作以至危及本订单的履行;(d) 和/或 该另一方的解散或清算;和/或(e) 该另一方未能偿还到期应付债务,且在书面通知后的六十(60)天内未能补救。买方不承担任何特定的取消的费用或开销。尽管本订单中有任何相反的规定,但在本订单终止、取消或到期时,卖方应立即停止使用买方的任何知识产权、商业秘密和配方,且将来也不得使用。如果本订单因卖方造成的事件或因卖方的行为或疏忽而被取消,买方可通过其认为合理的方式完成卖方的履约,卖方应负责并赔偿买方因此而产生的任何损失和合理费用,包括但不限于买方因此而承担的律师费。卖方在该等事件发生之前完全根据本订单的条款而运送或提供产品、货物、工作和其他项目所应得的价款应首先用于抵消因为卖方的行为或疏忽而导致买方为完成本订单而产生的额外费用以及其他买方的损失。在任何计算批量采购奖励的情况下,任何买方因为延迟交付或其它违反本订单而取消的定单应被计入已作出、已交付且已被买方购买的数额。

Appears in 2 contracts

Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

Cancellation, Termination and Suspension. Buyer Emerson reserves the right to cancel all or any part of the undelivered portion of this Orderpurchase order if Seller does not make deliveries as specified, time being of the essence of this purchase order, or if, in Xxxxxxx'x opinion the Products are causing or may potentially cause adverse publicity to Emerson or harm Xxxxxxx'x reputation. This Order purchase order may be terminated by Buyer Emerson or by Seller at any time immediately upon written notice in the event of the other party’s 's material breach of any term or provision of this Order purchase order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) the cancellation, suspension or other revocation of licenses, permits or authorizations necessary for such other party to conduct its business in accordance with this purchase order; (c) such other party makes any materially false or misleading statement, representation or claim; (cd) such other party fails to prosecute the work so as to endanger performance of this Orderpurchase order; (de) dissolution or liquidation of such other party; and/or (ef) such other party’s 's failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 30 days following written notice. Buyer Emerson will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Orderpurchase order, upon termination, cancellation or expiration of this Orderpurchase order, Seller shall immediately cease use of any of Buyer’s Xxxxxxx'x intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order purchase order is cancelled due to an event caused by Seller or resulting from Seller’s 's acts or omissions, Xxxxx Emerson may complete Seller’s 's performance by such reasonable means as Buyer Emerson determines, and Seller shall be responsible for, and shall indemnify Buyer Emerson against any damages and reasonable costs, including, including without limitation, attorneys' fees, incurred by Buyer Emerson as a result thereof. Any amounts due Seller for Products, goods, work and other items delivered or provided by Seller in full compliance with the terms of this purchase order prior to such event shall be subject to set-off of Xxxxxxx'x additional costs of completing this purchase order and other damages incurred by Emerson as a result of Seller's actions or omissions. Emerson reserves the right, from time to time, upon written notice to Seller to suspend and reinstate execution of the whole or any part of this purchase order without invalidating any provision of this purchase order.

Appears in 1 contract

Samples: Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Purchase Order. This Purchase Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s 's material breach of any term or provision of this Purchase Order or upon the occurrence of any of the following events: : (a) such other party makes an assignment for the benefit of creditorscreditors without previous authorization of the debtor, or is subject to any voluntary or involuntary provincial or federal government receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; ; (b) such other party makes any materially false or misleading statement, representation or claim; ; (c) such other party fails to prosecute the work so as to endanger performance of this Purchase Order; ; (d) dissolution or liquidation of such other party; and/or and/or (e) such other party’s 's failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Purchase Order, upon termination, cancellation or expiration of this Purchase Order, Seller shall immediately cease use of any of Buyer’s 's intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Purchase Order is cancelled due to an event caused by Seller or resulting from Seller’s 's acts or omissions, Xxxxx Buyer may complete Seller’s 's performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys' fees, incurred by Buyer as a result thereof.. Any amounts due Seller for Products, goods, work and other items delivered or provided by Seller in full compliance with the terms of this Purchase Order prior to such event shall be subject to set-off of Buyer's additional costs of completing this Purchase Order and other damages incurred by Buyer as a result of Seller's actions or omissions. 取消、终止和中止:买方保留取消采购单中所有或任何部分的未交付的部分的权利。如果另一方对本采购单的任何条款或条件有重大违反或有以下任何情况发生,本采购单可由买方或卖方以书面通知在任何时候立即终止: (a) 该另一方未经债务人事先授权,为了债权人的利益而作了一次转让,或受制于任何自愿或非自愿的政府的接管、无力偿还或破产程序,或在义务到期时没有能力或书面承认其不能履行义务。 (b) 该另一方作出任何重大虚假的或令人误解的陈述、声明或主张; (c) 该另一方未能执行工作以至危及本采购单的履行; (d) 该另一方解散或清算;和/或 (e) 该另一方未能偿还到期应付债务,且在书面通知后的六十(60)天内未能补救。 买方不为任何特定的取消的费用或开销负责。即使本采购单有相反规定,在本采购单出现终止、取消或到期的情况下,卖方应立即停止使用任何买方的知识产权、商业秘密和配方,且将来也不得使用。如果本采购单因卖方引起的事件或因卖方的行为或疏忽而取消,买方可以通过其认为合理的方式完成卖方的履行,卖方应负责并补偿买方的任何损害和合理费用,包括但不限于买方因此而承担的律师费。卖方在该等事件发生之前完全根据本采购单的条款而运送或提供产品、货物、工作和其他项目所应得的价款应首先用于抵销因为卖方的行为或疏忽而导致买方为完成本采购单而产生的额外费用以及其他买方的损失。

Appears in 1 contract

Samples: Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Purchase Order. This Purchase Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Purchase Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Purchase Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Purchase Order, upon termination, cancellation or expiration of this Purchase Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Purchase Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of partof the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any atany time immediately upon written notice in the event of the other party’s material breach of any term anyterm or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer and its directors, officers, affiliates, subsidiaries, assigns, successors, customers and employees against any damages and reasonable costs, including, without limitation, attorneyslawyers’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: : (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order

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Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of partof the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any atany time immediately upon written notice in the event of the other party’s material breach of any term anyterm or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Orderopen Purchase Orders. This Order Agreement may be terminated by Xxxxx at any time prior to Seller’s shipment of Products, or by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order Agreement or upon the occurrence of any of the following events: : (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal government receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; ; (b) such other party makes any materially false or misleading statement, representation or claim; ; (c) such other party fails to prosecute the work so as to endanger performance of this Order; Agreement; (d) dissolution or liquidation of such other party; and/or and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this OrderAgreement, upon termination, cancellation or expiration of this OrderAgreement, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order Agreement is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof. Any amounts due Seller for Products, goods, work and other items delivered or provided by Seller in full compliance with the terms of this Agreement prior to such event shall be subject to set-off of Buyer’s additional costs of completing this Agreement and other damages incurred by Xxxxx as a result of Seller’s actions or omissions.

Appears in 1 contract

Samples: Vendor Agreement

Cancellation, Termination and Suspension. Buyer reserves 9.1 This Agreement shall commence on the right Order date and shall continue in full force and effect for the Initial Subscription Term stipulated in the Services Schedule, and thereafter shall be automatically renewed for the successive periods stated in the Services Schedule (each a Renewal Period), unless: (a) either party gives the other party not less than 30 days written notice of cancellation before the end of either the Initial Subscription Term or a Renewal Period, in which case this Agreement (and for the avoidance of doubt, the Order) shall terminate upon the expiry of the Initial Subscription Term or Renewal Period, as applicable; or (b) otherwise terminated in accordance with the provisions of this Agreement, the Services Schedule, the Order or this Section 9. The Initial Subscription Term together with any subsequent Renewal Period(s) shall constitute the Subscription Term. 9.2 Supplier or You may terminate this Agreement immediately at any time by written notice to cancel all the other if: (i) the other commits a material breach of this Agreement, the applicable Services Schedule or an Order which it fails to remedy within 30 days of receiving written notice requiring it to do so; or (ii) the other becomes insolvent, has an administrator, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its winding-up dissolution or liquidation (other than for the undelivered portion purpose of solvent reconstruction) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above. 9.3 On termination of this Order. This Order may be terminated by Buyer or by Seller at Agreement for any time reason: (a) all rights and licences granted under this Agreement shall immediately upon written notice in terminate and You shall immediately cease all use of the event Solution and all associated Software and Services; (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party’s material breach of any term ; and (c) Supplier may destroy or provision of this Order or upon the occurrence otherwise dispose of any of the following events: (a) such other party makes an assignment Customer Data in its possession unless Supplier receives, within 10 days of the effective date of the termination of this Agreement, a written request for the benefit delivery to You of creditorsthe then most recent back-up of the Customer Data, or is subject which Supplier shall endeavour to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing deliver to You within 30 days of its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation receipt of such other party; and/or a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (e) such other party’s failure whether or not due at the date of termination). You agree to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such all reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, expenses incurred by Buyer as a result thereofSupplier in returning or disposing of Customer Data.

Appears in 1 contract

Samples: Master License Agreement

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party’s material breach of any term or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to failureto pay any indebtedness which is due and payable and which failure is not remedied within 60 within60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Cancellation, Termination and Suspension. Buyer reserves the right to cancel all or any part of partof the undelivered portion of this Order. This Order may be terminated by Buyer or by Seller at any atany time immediately upon written notice in the event of the other party’s material breach of any term anyterm or provision of this Order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance of this Order; (d) dissolution or liquidation of such other party; and/or (e) such other party’s failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice. Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Order, upon termination, cancellation or expiration of this Order, Seller shall immediately cease use of any of Buyer’s intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Order is cancelled due to an event caused by Seller or resulting from Seller’s acts or omissions, Xxxxx Buyer may complete Seller’s performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer against any damages and reasonable costs, including, without limitation, attorneys’ fees, incurred by Buyer as a result thereof.

Appears in 1 contract

Samples: Purchase Order

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