Contractual Rescission Sample Clauses

Contractual Rescission. In addition to the causes for administrative rescission provided in Article 23.1 and early termination provided in Article 3.5., CNH shall have the right to rescind this Contract in any of the following circumstances as long as the Contractor fails to amend or to take a direct and continuous action to remediate the corresponding infringement within the following thirty (30) Days after having received notification from the CNH of such infringement: (a) The Contractor does not submit the Exploration Plan or the first Work Program in the Exploration Period to CNH for approval within forty-five (45) Days after the date it is required to be submitted, without justified cause; (b) The Contractor is delayed by more than one hundred eighty (180) Days in any Work Program or Development Plan without just cause; (c) The Contractor does not submit the Exploration Performance Guarantees or does not keep them in force in accordance with Article 17.1, or does not deliver the Corporate Guarantees in accordance with Article 17.2 and its terms; (d) Any Participating Company or Guarantor without some or the rest of the Participating Companies that constitute the Contractor assume, with the authorization from CNH, its obligations in accordance with this Contract: (i) is liquidated or otherwise ceases to exist as a corporate or legal entity, or (ii) any other event occurs which has a similar effect under the laws applicable to the Participating Company or the Guarantor; (e) Any Participating Company or Guarantor, without some or the rest of the Participating Companies that constitute the Contractor assume, with previous authorization from CNH, its obligations in accordance with this Contract: (i) becomes insolvent; (ii) is unable to pay its debts when due; (iii) requests or consents to the appointment of an administrator, liquidator or trustee in bankruptcy for any of its properties or revenues; (iv) institutes any proceeding under any law for the readjustment or deferral of its obligations or any portion thereof; (v) files for bankruptcy, reorganization, suspension of payments, dissolution or liquidation; (vi) otherwise permits a general assignment or arrangement with or for the benefit of its creditors; (f) The Contractor fails to perform at least 90% of the Work Units required in the Minimum Work Program; (g) Any Participating Company violates any provision relating to assignment of this Contract or of its rights hereunder, or undergoes a change of Control in violation of A...
Sample 1Sample 2See All (9)
AutoNDA by SimpleDocs
Contractual Rescission. 63 23.5............. Effects of the Administrative or Contract Rescission. 64 23.6............. Settlement. 65
Sample 1Sample 2See All (6)
Contractual Rescission. In addition to the causes for administrative rescission provided in Article 23.1 and early termination under Article 3.4, the CNH shall have the right to rescind this Contract under any of the following circumstances, as long as the Contractor fails to amend or to take a direct and continuous action to remediate the infringement within the following thirty (30) Days after having received notification of such infringement if: (a) The Contractor does not submit the Performance Guarantees or does not keep them in force in accordance with Article 17.1 or does not keep the Corporate Guarantee in force in accordance with Article 17.2 or its own terms Without Just Cause; (b) Any Signing Company or the Guarantor: (i) is liquidated or otherwise ceases to exist as a corporate or legal entity, or (ii) any other event occurs which has a similar effect under the laws applicable to any Signing Company or the Guarantor, Without Just Cause; (c) Any Signing Company or the Guarantor: (i) becomes insolvent; (ii) is unable to pay its debts when due; (iii) requests or consents to the appointment of an administrator, liquidator or receiver for any of its properties or revenues; (iv) institutes any proceeding under any law for the readjustment or deferral of its obligations or any portion thereof; (v) files for bankruptcy, reorganization, suspension of payments, dissolution or liquidation, or (vi) otherwise permits a general assignment or arrangement with or for the benefit of its creditors; (d) Any Signing Company violates any provision set forth on Article 32.2, Without Just Cause, or (e) Any other material breach of the Contractor’s obligations under this Contract, Without Just Cause.
Sample 1Sample 2See All (4)
Contractual Rescission. In addition to the causes for administrative rescission provided in Article 23.1 and early termination under Article 3.4, the CNH shall have the right to rescind this Contract under any of the following circumstances, as long as the Contractor fails to amend or to take a direct and continuous action to remediate the infringement within the following thirty (30) Days after having received notification of such infringement if: (a) The Contractor does not submit the Performance Guarantees or does not keep them in force in accordance with Article 17.1 or does not keep the Corporate Guarantee in force in accordance with Article 17.2 or its own terms Without Just Cause; (b) Any Participating Company or the Guarantor: (i) is liquidated or otherwise ceases to exist as a corporate or legal entity, or (ii) any other event occurs which has a similar effect under the laws applicable to any Participating Company or the Guarantor, Without Just Cause; (c) Any Participating Company or the Guarantor: (i) becomes insolvent;
Sample 1
Contractual Rescission. NutraSweet argues that the Tribunal's conclusion that the Antitrust Action did not trigger its right to rescind was plainly erroneous and in blatant disregard of the American Pipe Doctrine, wherein the Supreme Court held that the filing of a putative class action includes all asserted members of a proposed class, unless they receive notice and choose not to participate, until the issue of class certification is resolved (American Pipe & Const. Co. v Utah, 414 U.S. 538 , 551 [1974]). According to NutraSweet, the Antitrust Action, which [*5] alleged criminal antitrust violations against Xxxxxxx for the ten-year period prior to the JDA, was a collective action brought by and on behalf of all aspartame purchasers, even unnamed claimed class members, which triggered its right to rescind under Section 10 of the JDA. The Tribunal purportedly ignored this doctrine and undisputed evidence when it determined that the term brought...by" must mean "that the person initiating the proceeding must be one of the entities specifically identified in Section 10 ," rather than concluding that the large purchasers of aspartame were part of a class action, as a matter of law, even if they did not all directly file the complaint (Xxxxxxx Aff., Final Award, Ex. A). Moreover, NutraSweet asserts that the Tribunal ignored established New York law and dispositive testimony in failing to consult a dictionary to determine the ordinary meaning of the phrase "brought...by" contained in section 10 , and failed to credit the testimony of Xxxxxxx's chief negotiator that the parties understood that class actions were included in Section 10 as triggering events. This Court finds that NutraSweet has not demonstrated that the Tribunal manifestly disregarded the law to the extent it concluded that the Antitrust Action did not constitute a rescissionary event under section 10 of the JDA. There is no indication that the Tribunal ignored or refused to apply governing law, or otherwise engaged in egregious impropriety (see Wien & Malkin LLP, 6 NY3d at 479-80 ). Interpretation of contractual terms is within the province of the arbitrator, and will not be overturned simply because this Court disagrees with that interpretation (see Xxxxx Xxxxx Xxxxxxxx & Sons v Toys " Rz, Us, Inc., 126 F3d 15 , 25 [2d Cir 1997]). Arguably, there is a colorable justification for the outcome reached, insofar as the Tribunal rejected the applicability of the American Pipe doctrine and interpreted a triggering event to be ...
Sample 1
Contractual Rescission. In addition to the causes for administrative rescission provided in Article 23.1 and early termination under Article 3.4, CNH shall have the right to rescind this Contract under any of the following circumstances, as long as the Contractor fails to amend or to take a direct and continuous action to remediate the infringement within the following thirty (30) Days after having received notification of such infringement if: (a) The Contractor delays by more than one hundred eighty (180) Days in any approved Work Program or Development Plan, without just cause; (b) The Contractor does not submit the Exploration Performance Guarantees or does not keep them in force in accordance with Article 17.1 or does not keep the Corporate Guarantee in force in accordance with Article 17.2 or its own terms; (c) Any Participating Company or the Guarantor without any or the rest of the Participating Companies assume, prior authorization from CNH, its obligations under this Contract: (i) is liquidated or otherwise ceases to exist as a corporate or legal entity, or
Sample 1

Related to Contractual Rescission

  • Payment Rescission No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to Agent (for application to the Person or Persons who suffered such rescission, return or refund), the full amount thereof, plus the Default Fee from the date of any such rescission, return or refunding, in each case, if such rescinded amounts have not been paid under Section 2.2.

  • No Rescission The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. The Mortgagor was not a debtor at the time of origination of the Mortgage Loan and is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.

  • Application of Settlement Agreement 10.1 This Settlement Agreement shall apply to, be binding upon, and inure to the benefit of, CAG and the Releasees and Downstream Releasees identified in Section 2 above.

  • Early Release on Change of Issuer Status 3.1 Early Release - Graduation to Tier 1 (1) When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes. (2) If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 - Minimum Listing Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application. (3) If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must immediately: (a) issue a news release: (i) disclosing that it has been accepted for graduation to Tier 1; and (ii) disclosing the number of escrow securities to be released and the dates of release under the new schedule; and (b) provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent. (4) Upon completion of the steps in section 3.1(3) above, the Issuer's release schedule will be replaced as follows: Schedule B(2) Schedule B(1) Schedule B(4) Schedule B(3) (5) Within 10 days of the Exchange Bulletin confirming the Issuer's listing on Tier 1, the Escrow Agent must release any escrow securities from escrow securities which under the new release schedule would have been releasable at a date prior to the Exchange Bulletin.

  • Right of Rescission Customer may rescind this Agreement within three (3) business days after receiving this Agreement by contacting Clearview Energy by phone or in writing. This Agreement is not legally binding until the rescission period has expired and you have not, directly or indirectly, rescinded your selection. The Customer is liable for all Clearview Energy charges until the Customer returns to the EDC or another supplier.

  • Rescission At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

  • Acceleration; Rescission and Annulment If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

  • Enforcement of Settlement Agreement 11.1 Any party may file suit before the Superior Court of the County of Los Angeles, consistent with the terms and conditions set forth in paragraphs 11.2 and 11.3 of this Settlement Agreement, to enforce the terms and conditions contained in this Settlement Agreement. The prevailing party shall be entitled to its reasonable attorneys' fees and costs associated with such enforcement.

  • Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. (b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

  • No Rescission or Cancellation The Servicer shall not permit any rescission or cancellation of any Receivable except in accordance with the Credit Card Guidelines or as ordered by a court of competent jurisdiction or other Governmental Authority.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!